Common use of Repurchase Price Clause in Contracts

Repurchase Price. (i) The repurchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, shall be equal to the par value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares). (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be the fair market value of such shares on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause (as defined below), the Repurchase Price for shares of Class A Common repurchased hereunder shall be the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such shares.

Repurchase Price. The purchase price per Share pursuant to this Section 5 shall equal the “Repurchase Price” as of the “Determination Date”, determined pursuant to clause (i), (ii) or (iii), as applicable: (i) The repurchase price If the employment of the Employee terminates for any reason (whether initiated by the "Company or the Employee) other than by the Company for Cause, (I) the Determination Date shall mean the later of (x) the effective date of the Employee’s termination of employment and (y) six months and one day from the date of the Employee’s acquisition of the Shares pursuant to this Agreement, and (II) the Repurchase Price"Price per Share shall equal the Fair Market Value of such Share as of the Determination Date. For purposes of this Section 5(c)(i), the Company may, at its discretion, treat Shares that are acquired less than six months and one day prior to the effective date of the Employee’s termination of employment (such Shares, the “Immature Shares”) as having separate Determination Dates from the Determination Date applicable to Shares that are not Immature Shares. (ii) If the employment of the Employee is terminated by the Company for Unvested ---------------- Shares repurchased hereunder Cause, (I) the Determination Date shall be the Original Cost for effective date of the Employee’s termination of employment and (II) (x) the Repurchase Price per Share (other than a Converted Holdings Option Share) shall equal the lesser of (i) the Fair Market Value of such shares Share as of the Determination Date and (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common ii) the price at which the Employee purchased such Share from the Company pursuant to this Agreement and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, y) the Repurchase Price per Converted Holdings Option Share shall be equal to the par value Converted Holdings Option Share Cause Repurchase Value determined on a per Share basis. (iii) If the repurchase occurs by reason of such shares. The "Original Cost" of all other shares the Employee having engaged in Competitive Activity, (I) the Determination Date shall be the aggregate ------------- consideration Competitive Activity Notice Date and (if anyII) paid by Executive (or, if applicable, holder x) the Repurchase Price per Share (other than a Converted Holdings Option Share) shall equal the lesser of Executive Stock(i) in exchange for the Fair Market Value of such shares; provided that if any Share as of the -------- consideration paid for Determination Date and (ii) the price at which the Employee purchased such shares consisted Share from the Company pursuant to this Agreement and (y) the Repurchase Price per Converted Holdings Option Share shall be equal to the Converted Holdings Option Share Cause Repurchase Value determined on a per Share basis. If the Employee has disposed of unvested shares of Class B Common any Shares owned by the Employee prior to the repurchase date (including, but not limited to, to the Company or Class C Common (or any shares issued with respect the Investors pursuant to such sharesSection 5(a)), the Company shall have the right to recoup from the Employee an amount of cash in respect of the Shares disposed of equal to (A) the aggregate amount of cash and the aggregate value of all securities actually received by the Employee in connection with all of such consideration constituting unvested Class B Common or Class C Common dispositions minus (or shares issued with B) the aggregate amount of cash that would have been received by the Employee in respect of the disposed Shares pursuant to such sharesthe first sentence of this Section 5(c)(iii) if the disposed Shares had been owned by the Employee on the Determination Date. Any amount to be repaid by the Employee pursuant to this Section 5(c)(iii) shall be deemed subject to further reduction for taxes paid by the Employee on the amounts received for the Shares disposed of, to the extent that the Company reasonably determines that the taxes paid by the Employee will not be able to be recouped by the par value Employee in any manner in the same or a subsequent tax year. For avoidance of such shares doubt, (I) in the case of unvested Class B Common or Class C Common clauses (or shares issued with respect to such sharesi). , (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be the fair market value of such shares on the date of the Repurchase Notice and (determined according to the method set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause (as defined belowiii), the Repurchase Price for shares shall be subject to adjustment pursuant to Section 3.3 of Class A Common repurchased hereunder the Plan, and (II) in the case of clauses (ii) and (iii), the “price at which the Employee purchased such Share from the Company” shall be the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesexercise price thereof.

Repurchase Price. In the event that after the date hereof any person, other than Acquiror or any of its Subsidiaries, acquires beneficial ownership of 20% or more of the outstanding shares of Heritage Common Stock; or the Board of Directors of Heritage shall accept or publicly recommend that the shareholders of Heritage accept an offer from a person, other than Acquiror or its Subsidiaries, to acquire 20% or more of either the outstanding shares of Heritage Common Stock or the consolidated assets of Heritage (a "Repurchase Event"), at the request of Acquiror and subject to any regulatory requirements, Heritage shall repurchase the Option but only prior to the expiration thereof from Acquiror together with any of the Option Shares purchased by Acquiror pursuant thereto, at a price equal to the sum of: (i) The repurchase the exercise price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, shall be equal to the par value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange Acquiror for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares).Option Shares; (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be the fair market value of such shares on difference between the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause "market/tender offer price" (as defined below), the Repurchase Price ) for shares of Class A Heritage Common repurchased hereunder Stock and the exercise price as determined pursuant to Section 2 hereof, multiplied by the number of shares of Heritage Common Stock with respect to which the Option has not been exercised, but only if the market/tender offer price is greater than such exercise price; (iii) the difference between the market/tender offer price (as defined below) and the exercise price paid by Acquiror for any Option Shares, multiplied by the number of shares so purchased, but only if the market/tender offer price is greater than such exercise price; (iv) Acquiror's costs and expenses as provided in Section 10.3(a) of the Merger Agreement; provided there shall be no duplication of payment under this Agreement and the lesser Merger Agreement. Any payment under this Section 8(a)(iv) shall only be made if no payment has been made under Section 10.3(a) of the Merger Agreement, and any payment under this Section 8(a)(iv) shall discharge any and all obligations to Heritage to make a payment under Section 10.3(a) of the Merger Agreement; and (v) Notwithstanding the foregoing, the maximum amount payable by Heritage to Acquiror pursuant to the provisions of this Section 8(a) shall not exceed the sum of (Ai) Executive's Original Cost the aggregate exercise price paid for ------ such shares by Acquiror to Heritage in connection with the actual purchase by Acquiror of any Option Shares, (as adjusted for any stock split, stock dividend, recapitalization or other reorganization)ii) $12,000,000, and (Biii) the fair market amount specified in Section 8(a)(iv) above. As used herein, the phrase "market/tender offer price" shall mean the greater of (x) the price per share at which a tender or exchange offer has been made if such tender or exchange offer shall have given rise to the Repurchase Event, or (y) the highest price paid by a person, whose actions shall have given rise to the Repurchase Event, for shares of Heritage Common Stock at any time after the date of this Agreement, or (z) the highest closing price for shares of Heritage Common Stock within the four-month period immediately preceding the date Acquiror gives notice of the required repurchase of the Option. In the event the consideration used in a Repurchase Event is payable, in whole or in part, in securities or other property, the value of such shares on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all securities or other shares of Vested Executive Stock property shall be the Original Cost of such sharesdetermined by a nationally recognized investment banking firm selected by Acquiror.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect Warrant Agent pursuant to such shares, a Repurchase Offer shall be equal to the par value (the "Relevant Value") on the Valuation Date of such shares. The "Original Cost" the Common Shares issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price Relevant Value of the Common Shares and other securities or property issuable upon exercise of all the Warrants, on any Valuation Date shall be: (A) If the Common Shares (or other securities) are registered under the Exchange Act, deemed to be the average of the daily market prices (on the stock 19 15 exchange that is the primary trading market for shares the Common Shares (or other securities)) of Vested Executive Stock repurchased hereunder the Common Shares (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or, (B) if the Common Shares (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by the President, any Vice President or the Chief Financial Officer of the Company (the "Value Certificate"). The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the fair market value average of such shares the high bid and low asked prices, as so reported, on the date of the Repurchase Notice most recent day (determined according not more than 30 days prior to the method date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Common Shares (or other securities) were not registered under the Exchange Act; or (2) If the Common Shares (or other securities) are not registered under the Exchange Act or if the value cannot be computed under clause (1) above, deemed to be equal to the value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board of Directors in accordance with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the Repurchase Price fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Common Shares and other securities or property issuable upon exercise of the Warrants represent a minority interest in the Company. The Company shall cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "Value Report") stating the 20 16 Relevant Value of the Common Shares and other securities or property of the Company, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for shares inspection by the Holders. The determination as to Relevant Value in accordance with the provisions of Class A Common repurchased hereunder this Section 3.4(d) shall be conclusive on all Persons. The Independent Financial Expert shall consult with management of the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares Company in order to allow management to comment on the date proposed Relevant Value prior to delivery to the Company of any Value Report of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesIndependent Financial Expert.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase PriceREPURCHASE PRICE") for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect Warrant Agent pursuant to such shares, a Repurchase Offer shall be equal to the par value (the "RELEVANT VALUE") on the Valuation Date of such shares. The "Original Cost" the Common Shares issuable, and other securities or property which would have been delivered, upon exercise of all other shares shall be Warrants had the aggregate ------------- consideration Warrants then been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price Relevant Value of the Common Shares and other securities or property purchasable upon exercise of all the Warrants, on any Valuation Date shall be: (A) If the Common Shares (or other securities) are registered under the Exchange Act, deemed to be the average of the closing sales prices (on the stock exchange that is the primary trading market for shares the Common Shares (or other securities)) of Vested Executive Stock repurchased hereunder the Common Shares (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or, (B) if the Common Shares (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by an Officer with general responsibility for financial matters (the "VALUE CERTIFICATE"). The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the fair market value average of such shares the high bid and low asked prices, as so reported, on the date of the Repurchase Notice most recent day (determined according not more than 30 days prior to the method date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Common Shares (or other securities) were not registered under the Exchange Act; or (2) If the Common Shares (or other securities) are not registered under the Exchange Act or if the value cannot be computed under clause (1) above, deemed to be equal to the value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the Repurchase Price fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Common Shares and other securities or property purchasable upon exercise of the Warrants represent a minority interest in the Company. The Company shall use its best efforts (including by selecting another Independent Financial Expert) to cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 90 days of the appointment of the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "VALUE REPORT") stating the Relevant Value of the Common Shares and other securities or property, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for shares inspection by the Holders. The determination as to Relevant Value in accordance with the provisions of Class A Common repurchased hereunder this Section 3.4(d) shall be conclusive on all Persons. The Independent Financial Expert shall consult with management of the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares Company in order to allow management to comment on the date proposed Relevant Value prior to delivery to the Company of any Value Report of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesIndependent Financial Expert.

Repurchase Price. For the first twelve (12) months following the related Closing Date, the price equal to the sum of the (i) The repurchase Stated Principal Balance of such Mortgage Loan as of the date of repurchase, plus (ii) accrued interest on such Mortgage Loan at the Mortgage Loan Remittance Rate from the date on which interest had last been paid through the date of such repurchase, plus (iii) the product of (a) the purchase price percentage (as set forth in the related Purchase Confirmation) less par (the "“Premium”) and (b) the Repurchase Price"Premium Percentage, plus (iv) for Unvested ---------------- Shares repurchased hereunder shall be any costs and expenses incurred by the Original Cost Purchaser in respect of a material breach of Section 3.01 or 3.02 of this Agreement including, without limitation, any costs and damages incurred by the Purchaser, the servicer, master servicer or any trustee in connection with any violation by any such Mortgage Loan of any applicable anti-predatory or abusive lending law, less (v) any interest amounts actually remitted to the Purchaser through the date of repurchase on such Mortgage Loan. For months thirteen (13) and beyond, the price for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, repurchase shall be equal to the par value sum of such shares. The "Original Cost" of all other shares shall be (i) the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any Stated Principal Balance of the -------- consideration paid for such shares consisted Mortgage Loan as of unvested shares the date of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares). repurchase plus (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be accrued interest on such Mortgage Loan at the fair market value of such shares Mortgage Loan Remittance Rate from the date on which interest had last been paid through the date of the Repurchase Notice such repurchase, plus (determined according to the method set forth in paragraph 3(diii) below); provided that if Executive's employment is -------- terminated any costs and expenses incurred by the Company Purchaser in respect of a material breach of Section 3.01 or 3.02 of this Agreement including, without limitation, any costs and damages incurred by the Purchaser, the servicer, master servicer, or any of its subsidiaries for Cause (as defined below), the Repurchase Price for shares of Class A Common repurchased hereunder shall be the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted trustee for any stock split, stock dividend, recapitalization costs and damages incurred by any such party in connection with any violation by any such Mortgage Loan of any applicable anti-predatory or other reorganization), and (B) the fair market value of such shares on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesabusive lending law.

Repurchase Price. (i) The repurchase price (If the "Shares are not listed on a securities exchange or quoted in an inter-dealer quotation system, the Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued Price with respect to such shares, the Earned Shares shall be at a price per share equal to the par value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Purchase Price. (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be If the fair market value of such shares Shares are listed on the date of the Repurchase Notice (determined according to the method set forth a securities exchange or quoted in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause (as defined below)an inter-dealer quotation system, the Repurchase Price for shares of Class A Common repurchased hereunder with respect to the Earned Shares shall be at a price per share equal to the lesser of average closing bid price per Share for the twenty (A20) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares on trading days immediately preceding the date of termination of this Agreement pursuant to Paragraph “A” of this Article “6” of this Agreement on the principal securities exchange or inter-dealer quotation system upon which the Shares are listed or admitted to trading. (iii) Whether or not the Shares are listed on a securities exchange or quoted in an inter-dealer quotation system, the Repurchase Notice (determined according Price with respect to the method Unearned Shares shall be at a price per share equal to the Purchase Price. (i) If the Company determines not to exercise its Repurchase Option with respect to any of the Shares, it shall notify the Service Provider within ninety (90) days after the termination of this Agreement pursuant to Paragraph “A” of this Article “6” of this Agreement, in which event the Repurchase Option shall terminate. If the Company does not notify the Service Provider of its determination not to exercise its Repurchase Option within ninety (90) days after the termination of this Agreement pursuant to Paragraph “A” of this Article “6” of this Agreement, the Service Provider’s rights shall be determined pursuant to Subparagraph “(iii)” of this Paragraph “C” of this Article “6” of this Agreement. (ii) If the Company determines to exercise its Repurchase Option, within ninety (90) days after the termination of this Agreement pursuant to Paragraph “A” of this Article “6” of this Agreement, the Company shall deliver payment to the Service Provider by any of the following methods, in the Company’s sole and absolute discretion: (a) delivering to the Service Provider a check in the amount of the aggregate Repurchase Price, (b) canceling an amount of the Service Provider’s indebtedness, if any, to the Company equal to the aggregate Repurchase Price, or (c) any combination of (a) and (b) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price; provided, however, that if the Company is unable effect delivery of payment of the Repurchase Price upon the Service Provider within ninety (90) days after the date of termination of this Agreement pursuant to Paragraph “A” of Article “6” of this Agreement, the Company shall be deemed the legal and beneficial owner of the Unreleased Shares and the sole remedy of the Service Provider thereafter shall be to receive the Repurchase Price from the Company. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company. In addition to delivering the applicable stock certificates to the Company, the Service Provider shall deliver a written statement to the Company containing the representations set forth in paragraph 3(dParagraph “D” of this Article “6” of this Agreement (the “Unreleased Shares Statement”; such delivery of the applicable stock certificates and the Unreleased Shares Statement hereinafter referred to as the “Unreleased Shares Transaction”). (iii) below)If the Service Provider’s status as a Service Provider terminates, and the Company neither notifies the Service Provider of the Company’s decision not to exercise its Repurchase Option within ninety (90) days after such termination, nor delivers payment of the Repurchase Price for all other shares to the Service Provider within ninety (90) days after such termination, then the sole remedy of Vested Executive Stock the Service Provider thereafter shall be to receive the Original Cost Repurchase Price from the Company as set forth above, and in no event shall the Service Provider have any claim of such sharesownership as to any of the Unreleased Shares.

Repurchase Price. (i) The repurchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be an amount equal to, (i) in the Original Cost for such shares case of each Warrant Share, the quotient obtained by dividing (A) the greatest of (1) the Fair Market Value of the Company's common stock equity (as adjusted for any determined pursuant to Section 11.5(b) hereof), (2) the Formula Value of the Company’s common stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder equity (as well as any Class B Common issued upon conversion of Class C Common issued hereunderdetermined pursuant to Section 11.5(c) hereof, respectively), and any shares issued with respect to such shares, shall be equal to the par value calculated as of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares). (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be the fair market value of such shares on the date of the Repurchase related Put Notice (determined according or Call Notice under Section 11.1 or 11.3 hereof, as applicable, plus, the aggregate consideration to be paid to the method Company upon the exercise of all then exercisable outstanding warrants, options or convertible securities pursuant to which the Company is then obligated to issue Common Stock, to the extent such securities would be deemed to convert pursuant to the definition of Fully Diluted Basis or (3) the closing stock price of the Company’s common stock equity multiplied by the number of shares of Common Stock then outstanding, calculated on a Fully Diluted Basis, plus, the aggregate consideration to be paid to the Company upon the exercise of all then exercisable outstanding warrants, options or convertible securities pursuant to which the Company is then obligated to issue Common Stock, to the extent such securities would be deemed to convert pursuant to the definition of Fully Diluted Basis (the greatest of subclauses (1), (2) and (3) hereinafter being referred to as the “Common Equity Value”); provided that, in the event that the Public Valuation Criteria is satisfied, then the Common Equity Value shall be the amount set forth in paragraph 3(dsubclause (A)(3) below); provided that if Executive's employment is -------- terminated above, by the Company or any of its subsidiaries for Cause (as defined below), the Repurchase Price for shares of Class A Common repurchased hereunder shall be the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value number of shares of Common Stock then outstanding, calculated on a Fully Diluted Basis, and (ii) in the case of each Warrant, (A) the product of the repurchase price per Warrant Share then purchasable under such Warrants as determined under this Section 11.5 multiplied by the number of such shares on then purchasable thereunder, minus (B) the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price aggregate exercise price for all other shares of Vested Executive Stock shall be the Original Cost of such shares.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase Price") ---------------- ---------------- for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect Warrant Agent pursuant to such shares, a Repurchase Offer shall be equal to the par value (the "Relevant Value") on the Valuation Date -------------- of such shares. The "Original Cost" the Common Shares issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price Relevant Value of the Common Shares and other securities or property issuable upon exercise of all the Warrants, on any Valuation Date shall be: (A) If the Common Shares (or other securities) are registered under the Exchange Act, deemed to be the average of the daily market prices (on the stock exchange that is the primary trading market for shares the Common Shares (or other securities)) of Vested Executive Stock repurchased hereunder the Common Shares (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or, (B) if the Common Shares (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by the President, any Vice President or the Chief Financial Officer of the Company (the "Value Certificate"). The market price for each such ----------------- trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the fair market value average of such shares the high bid and low asked prices, as so reported, on the date of the Repurchase Notice most recent day (determined according not more than 30 days prior to the method date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Common Shares (or other securities) were not registered under the Exchange Act; or (2) If the Common Shares (or other securities) are not registered under the Exchange Act or if the value cannot be computed under clause (1) above, deemed to be equal to the value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the Repurchase Price fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Common Shares and other securities or property issuable upon exercise of the Warrants represent a minority interest in the Company. The Company shall cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "Value Report") stating the Relevant Value of the Common ------------ Shares and other securities or property of the Company, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the examination, investigation and methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for shares inspection by the Holders. The determination as to Relevant Value in accordance with the provisions of Class A Common repurchased hereunder this Section 3.4(d) shall be conclusive on all Persons. The Independent Financial Expert shall consult with management of the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares Company in order to allow management to comment on the date proposed Relevant Value prior to delivery to the Company of any Value Report of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesIndependent Financial Expert.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect Warrant Agent pursuant to such shares, a Repurchase Offer shall be equal to the par value (the "Relevant Value") on the Valuation Date of such shares. The "Original Cost" the Common Shares issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price Relevant Value of the Common Shares and other securities or property issuable upon exercise of all the Warrants, on any Valuation Date shall be: (A) If the Common Shares (or other securities) are registered under the Exchange Act, deemed to be the average of the daily market prices (on the stock exchange that is the primary trading market for shares the Common Shares (or other securities)) of Vested Executive Stock repurchased hereunder the Common Shares (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or, (B) if the Common Shares (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by the President, any Vice President or the Chief Financial Officer of the Company (the "Value Certificate"). The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no 21 16 bid and asked prices on such day, the fair market value average of such shares the high bid and low asked prices, as so reported, on the date of the Repurchase Notice most recent day (determined according not more than 30 days prior to the method date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Common Shares (or other securities) were not registered under the Exchange Act; or (2) If the Common Shares (or other securities) are not registered under the Exchange Act or if the value cannot be computed under clause (1) above, deemed to be equal to the value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the Repurchase Price fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Common Shares and other securities or property issuable upon exercise of the Warrants represent a minority interest in the Company. The Company shall cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "Value Report") stating the Relevant Value of the Common Shares and other securities or property of the Company, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for shares inspection by the Holders. The determination as to Relevant Value in accordance with the provisions of Class A Common repurchased hereunder this Section 3.4(d) shall be conclusive on all Persons. The Independent Financial Expert shall consult with management of the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares Company in order to allow management to comment on the date proposed Relevant Value prior to delivery to the Company of any Value Report of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesIndependent Financial Expert.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase ---------------- ---------- Price") for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect Warrant Agent pursuant to such shares, a Repurchase Offer shall be equal to the par value (the "Relevant Value") on the -------------- Valuation Date relating thereto of such shares. The "Original Cost" the Common Shares issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price Relevant Value of the Common Shares and other securities or property issuable upon exercise of all the Warrants, on any Valuation Date shall be: (A) If the Common Shares (or other securities) are registered under the Exchange Act, the average of the daily market prices (on the stock exchange that is the primary trading market for shares the Common Shares (or other securities)) of Vested the Common Shares (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or, (B) if the Common Shares (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by the Chief Executive Stock repurchased hereunder Officer, the President, any Vice President or the Chief Financial Officer of the Company (the "Value Certificate"). The market price for ----------------- each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the fair market value average of such shares the high bid and low asked prices, as so reported, on the date of the Repurchase Notice most recent day (determined according not more than 30 days prior to the method date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Common Shares (or other securities) were not registered under the Exchange Act; or (2) If the Common Shares (or other securities) are not registered under the Exchange Act or if the value cannot be computed under clause (1) above, the value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the Repurchase Price fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Common Shares and other securities or property issuable upon exercise of the Warrants represent a minority interest in the Company. The Company shall use its best efforts to cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "Value Report") stating the Relevant ------------ Value of the Common Shares and other securities or property of the Company, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for shares inspection by the Holders. The determination as to Relevant Value in accordance with the provisions of Class A Common repurchased hereunder this Section 3.4(d) shall be the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares conclusive on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesPersons.

Repurchase Price. The purchase price per Share pursuant to this Section 5 shall equal the “Repurchase Price” as of the “Determination Date”, determined pursuant to clause (i), (ii) or (iii), as applicable: (i) The repurchase price (If the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be employment of the Original Cost for such shares (as adjusted Employee terminates for any stock splitreason (whether initiated by the Company or the Employee) other than by the Company for Cause, stock dividend, recapitalization or other reorganization). The "Original Cost" (I) the Determination Date shall mean the later of shares (x) the effective date of Class B Common the Employee’s termination of employment and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion y) six months and one day from the date of Class C Common issued hereunder)the Employee’s acquisition of the Shares pursuant to this Agreement, and any shares issued with respect to such shares, (II) the Repurchase Price per Share shall be equal to the par value Fair Market Value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any Share as of the -------- consideration paid for such shares consisted Determination Date. For purposes of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such sharesthis Section 5(c)(i), the amount Company may, at its discretion, treat Shares that are acquired less than six months and one day prior to the effective date of the Employee’s termination of employment (such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect Shares, the “Immature Shares”) as having separate Determination Dates from the Determination Date applicable to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Shares that are not Immature Shares. (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be If the fair market value of such shares on the date employment of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below); provided that if Executive's employment Employee is -------- terminated by the Company for Cause, (I) the Determination Date shall be the effective date of the Employee’s termination of employment and (II) the Repurchase Price per Share shall equal the lesser of (i) the Fair Market Value of such Share as of the Determination Date and (ii) the price at which the Employee purchased such Share from the Company pursuant to this Agreement. (iii) If the repurchase occurs by reason of the Employee having engaged in Competitive Activity, (I) the Determination Date shall be the Competitive Activity Notice Date and (II) the Repurchase Price per Share shall equal the lesser of (i) the Fair Market Value of such Share as of the Determination Date and (ii) the price at which the Employee purchased such Share from the Company pursuant to this Agreement. If the Employee has disposed of any Shares owned by the Employee prior to the repurchase date (including, but not limited to, to the Company or the Investors pursuant to Section 5(a)), the Company shall have the right to recoup from the Employee an amount of cash in respect of the Shares disposed of equal to (A) the aggregate amount of cash and the aggregate value of all securities actually received by the Employee in connection with all of such dispositions minus (B) the aggregate amount of cash that would have been received by the Employee in respect of the disposed Shares pursuant to the first sentence of this Section 5(c)(iii) if the disposed Shares had been owned by the Employee on the Determination Date. Any amount to be repaid by the Employee pursuant to this Section 5(c)(iii) shall be subject to further reduction for taxes paid by the Employee on the amounts received for the Shares disposed of, to the extent that the Company reasonably determines that the taxes paid by the Employee will not be able to be recouped by the Employee in any manner in the same or a subsequent tax year. For avoidance of its subsidiaries for Cause doubt, (as defined belowI) in the case of clauses (i), (ii) and (iii), the Repurchase Price for shares shall be subject to adjustment pursuant to Section 3.3 of Class A Common repurchased hereunder the Plan, and (II) in the case of clauses (ii) and (iii), the “price at which the Employee purchased such Share from the Company” shall be the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesexercise price thereof.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect Warrant Agent pursuant to such shares, a Repurchase Offer shall be equal to the par value (the "Relevant Value") on the Valuation Date of such shares. The "Original Cost" the Preferred Stock issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the 19 15 Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price Relevant Value of the Preferred Stock and other securities or property issuable upon exercise of all the Warrants, on any Valuation Date, shall be: (A) if the Preferred Stock (or other securities issuable upon exercise of the Warrants or conversion of the Preferred Stock) is registered under the Exchange Act, deemed to be the average of the daily market prices (on the stock exchange that is the primary trading market for shares the Preferred Stock (or other securities)) of Vested Executive the Preferred Stock repurchased hereunder (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or (B) if the Preferred Stock (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by the President, any Vice President or the Chief Financial Officer of the Company (the "Value Certificate"). The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the fair market value average of such shares the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Preferred Stock (or other securities) were not registered under the Exchange Act; or (2) if the Preferred Stock (or other securities issuable upon exercise of the Repurchase Notice Warrants or conversion of the Preferred Stock) is not registered under the Exchange Act or if the value cannot be computed under clause (determined according 1) above, deemed to be equal to the method value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance 20 16 with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the Repurchase Price fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Preferred Stock (or other securities) or property issuable upon exercise of the Warrants represent a minority interest in the Company. The Company shall use its best efforts (including by selecting another Independent Financial Expert) to cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "Value Report") stating the Relevant Value of the Preferred Stock (or other securities) being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for shares inspection by the Holders. The determination of Class A Common repurchased hereunder the Independent Financial Expert as to Relevant Value in accordance with the provisions of this Section 3.4(d) shall be conclusive on all Persons. The Independent Financial Expert shall consult with management of the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares Company in order to allow management to comment on the date proposed Relevant Value prior to delivery to the Company of any Value Report of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesIndependent Financial Expert.

Repurchase Price. (i) The repurchase price (If the "Shares are not listed on a securities exchange or quoted in an inter-dealer quotation system, the Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued Price with respect to such shares, the Earned Shares shall be at a price per share equal to the par value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Purchase Price. (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be If the fair market value of such shares Shares are listed on the date of the Repurchase Notice (determined according to the method set forth a securities exchange or quoted in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause (as defined below)an inter-dealer quotation system, the Repurchase Price for shares of Class A Common repurchased hereunder with respect to the Earned Shares shall be at a price per share equal to the lesser of average closing bid price per Share for the twenty (A20) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares on trading days immediately preceding the date of termination of this Agreement pursuant to Paragraph “A” of this Article “6” of this Agreement on the principal securities exchange or inter-dealer quotation system upon which the Shares are listed or admitted to trading. (iii) Whether or not the Shares are listed on a securities exchange or quoted in an inter-dealer quotation system, the Repurchase Notice (determined according Price with respect to the method Unearned Shares shall be at a price per share equal to the Purchase Price (i) If the Company determines not to exercise its Repurchase Option with respect to any of the Shares, it shall notify the Service Provider within ninety (90) days after the termination of this Agreement pursuant to Paragraph “A” of this Article “6” of this Agreement, in which event the Repurchase Option shall terminate. If the Company does not notify the Service Provider of its determination not to exercise its Repurchase Option within ninety (90) days after the termination of this Agreement pursuant to Paragraph “A” of this Article “6” of this Agreement, the Service Provider’s rights shall be determined pursuant to Subparagraph “(iii)” of this Paragraph “C” of this Article “6” of this Agreement. (ii) If the Company determines to exercise its Repurchase Option, within ninety (90) days after the termination of this Agreement pursuant to Paragraph “A” of this Article “6” of this Agreement, the Company shall deliver payment to the Service Provider by any of the following methods, in the Company’s sole and absolute discretion: (a) delivering to the Service Provider a check in the amount of the aggregate Repurchase Price, (b) canceling an amount of the Service Provider’s indebtedness, if any, to the Company equal to the aggregate Repurchase Price, or (c) any combination of (a) and (b) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price; provided, however, that if the Company is unable effect delivery of payment of the Repurchase Price upon the Service Provider within ninety (90) days after the date of termination of this Agreement pursuant to Paragraph “A” of Article “6” of this Agreement, the Company shall be deemed the legal and beneficial owner of the Unreleased Shares and the sole remedy of the Service Provider thereafter shall be to receive the Repurchase Price from the Company. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company. In addition to delivering the applicable stock certificates to the Company, the Service Provider shall deliver a written statement to the Company containing the representations set forth in paragraph 3(dParagraph “D” of this Article “6” of this Agreement (the “Unreleased Shares Statement”; such delivery of the applicable stock certificates and the Unreleased Shares Statement hereinafter referred to as the “Unreleased Shares Transaction”). (iii) below)If the Service Provider’s status as a Service Provider terminates, and the Company neither notifies the Service Provider of the Company’s decision not to exercise its Repurchase Option within ninety (90) days after such termination, nor delivers payment of the Repurchase Price for all other shares to the Service Provider within ninety (90) days after such termination, then the sole remedy of Vested Executive Stock the Service Provider thereafter shall be to receive the Original Cost Repurchase Price from the Company as set forth above, and in no event shall the Service Provider have any claim of such sharesownership as to any of the Unreleased Shares.

Repurchase Price. (i) The repurchase purchase price (for each Preferred Share purchased by the "Company pursuant to the Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be the Original Cost for such shares Right on any Closing Date (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, defined below) shall be equal to the greater of (i) the Volume Weighted Average Price of a share of the common stock, par value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or$0.01 per share, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Company (the “Common or Class C Common (or any shares issued Stock”) calculated with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares). Closing Date as set forth below and (ii) The $10.07 (such greater amount, the “Repurchase Price”). In addition to the Repurchase Price for shares each Preferred Share, the Company will pay to the Shareholder at the time of Vested Executive Stock the consummation of the repurchase of any Preferred Shares repurchased hereunder shall be (each consummation of a repurchase of Preferred Shares hereunder, a “Closing”), all accumulated but unpaid dividends payable on each Preferred Share, calculated in accordance with the fair market value of such shares on the date terms of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Articles Supplementary (as defined below), so repurchased through, but excluding, the Repurchase Price date on which such Closing occurs (each, a “Closing Date”), including that pro rata portion of the dividends payable as to the Dividend Period (as defined the Articles Supplementary Establishing and Fixing the Rights and Preferences of a Series of Preferred Stock of the Company relating to the Preferred Shares (the “Articles Supplementary”)) in which such Closing Date occurs and which have accumulated with respect to the portion of such Dividend Period that elapses prior to such Closing Date (the “Accumulated Dividends”). For purposes of this Agreement, “Volume Weighted Average Price” for the Preferred Shares repurchased on any Closing Date shall mean the number obtained, for the five Trading Days immediately preceding such Closing Date by dividing (a) the sum of the products of all sales of Common Stock during such five Trading Day period, of (i) the sale prices per share of Common Stock as reported on the consolidated transaction reporting system contemplated by Rule 11Aa3-1 under the Securities Exchange Act of 1934, as amended, times (ii) the number of shares of Class A Common repurchased hereunder Stock sold at such prices by (b) the total number of shares of Common Stock sold during such five Trading Day period. Appropriate adjustments shall be made to the lesser Volume Weighted Average Price to maintain comparability during any five Trading Day period in the event of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any subdivision or combination of the Common Stock, whether by stock split, stock stock, dividend, recapitalization recapitalization, reverse stock split or other reorganizationotherwise, which occurs during such five Trading Day period. For purposes of this Agreement, “Trading Day” shall mean any day on which shares of Common Stock are traded on the New York Stock Exchange (the “NYSE”), and (B) or if the fair market value of such shares Common Stock is not listed or admitted for trading on the date of NYSE, the Repurchase Notice (determined according to principal national securities exchange on which the method set forth in paragraph 3(d) below), and the Repurchase Price Common Stock is listed or admitted for all other shares of Vested Executive Stock shall be the Original Cost of such sharestrading.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase Price") ---------------- ---------------- for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect Warrant Agent pursuant to such shares, a Repurchase Offer shall be equal to the par value (the "Relevant Value") on the Valuation Date -------------- of such shares. The "Original Cost" the Common Shares issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price Relevant Value of the Common Shares and other securities or property issuable upon exercise of all the Warrants, on any Valuation Date shall be: (A) If the Common Shares (or other securities) are registered under the Exchange Act, deemed to be the average of the daily market prices (on the stock exchange that is the primary trading market for shares the Common Shares (or other securities)) of Vested the Common Shares (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or, (B) if the Common Shares (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by the Chief Executive Stock repurchased hereunder Officer, the President, any Vice President or the Chief Financial Officer of the Company (the "Value Certificate"). The ----------------- market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the fair market value average of such shares the high bid and low asked prices, as so reported, on the date of the Repurchase Notice most recent day (determined according not more than 30 days prior to the method date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Common Shares (or other securities) were not registered under the Exchange Act; or (2) If the Common Shares (or other securities) are not registered under the Exchange Act or if the value cannot be computed under clause (1) above, deemed to be equal to the value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the Repurchase Price fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Common Shares and other securities or property issuable upon exercise of the Warrants represent a minority interest in the Company. The Company shall use its best efforts to cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "Value Report") stating the Relevant ------------ Value of the Common Shares and other securities or property of the Company, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for shares inspection by the Holders. The determination as to Relevant Value in accordance with the provisions of Class A Common repurchased hereunder this Section 3.4(d) shall be the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares conclusive on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesPersons.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase PriceREPURCHASE PRICE") for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect Warrant Agent pursuant to such shares, a Repurchase Offer shall be equal to the par value (the "RELEVANT VALUE") on the date five Business Days prior to the Notice Date (the "VALUATION DATE") of such shares. The "Original Cost" the Warrant Shares issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price for shares Relevant Value of Vested Executive Stock repurchased hereunder the Warrant Shares and other securities or property issuable upon exercise of all the Warrants on any Valuation Date shall be the fair market value of such shares on the date of the Repurchase Notice (determined according deemed to be equal to the method value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance with Section 2.05(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the Repurchase Price fact that the Company has no class of equity securities registered under the Exchange Act, the fact that there may be no public market for shares the Common Stock or the fact that the Warrant Shares and other securities or property issuable upon exercise of Class A the Warrants represent a minority interest in the Company. The Company shall use its best efforts (including by selecting another Independent Financial Expert) to cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert in accordance with Section 2.05(e) hereof, a value report (the "VALUE REPORT") stating the Relevant Value of the Common repurchased hereunder Shares and other securities or property of the Company, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for inspection by the Holders. The determination as to Relevant Value in accordance with the provisions of this Section 2.05(d) shall be the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares conclusive on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesPersons.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be each warrant Warrant properly tendered to the Original Cost for such shares Warrant Agent pursuant to a Repurchase Offer shall, except in the case of a Repurchase Event within the meaning of clause (as adjusted for any stock splitiii) of the definition thereof, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, shall be equal to the par value (the "Relevant Value") on the Valuation Date of such shares. The "Original Cost" the Common Shares issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price Relevant Value of the Common Shares and other securities or property issuable upon exercise of all the Warrants, on any Valuation Date shall be: (A) If the Common Shares (or other securities) are registered under the Exchange Act, deemed to be the average of the daily market prices (on the stock exchange that is the primary trading market for shares the Common Shares (or other securities)) of Vested Executive Stock repurchased hereunder the Common Shares (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or, (B) if the Common Shares (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by the President, any Vice President or the Chief Financial Officer of the Company (the "Value Certificate"). The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the fair market value average of such shares the high bid and low asked prices, as so reported, on the date of the Repurchase Notice most recent day (determined according not more than 30 days prior to the method date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Common Shares (or other securities) were not registered under the Exchange Act; or (2) If the Common Shares (or other securities) are not registered under the Exchange Act or if the value cannot be computed under clause (1) above, deemed to be equal to the value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Common Shares and other securities or property issuable upon exercise of the Warrants represent a minority interest in the Company. The Company shall cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "Value Report") stating the Relevant Value of the Common Shares and other securities or property of the Company, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for inspection by the Holders. The determination as to Relevant Value in accordance with the provisions of this Section 3.4(d) shall be conclusive on all Persons. The Independent Financial Expert shall consult with management of the Company in order to allow management to comment on the proposed Relevant Value prior to delivery to the Company of any Value Report of the Independent Financial Expert. (iii) The Repurchase Price for shares each Warrant properly tendered to the Warrant Agent pursuant to a Repurchase Offer with respect to a Repurchase Event within the meaning of Class A Common repurchased hereunder clause (iii) of the definition thereof shall be equal to the lesser of (A) Executive's Original Cost price that would have been paid for ------ the Common Shares represented by such shares (as adjusted for any stock split, stock dividend, recapitalization Warrant had such Warrant been exercised and such Common Shares tendered or other reorganization), and (B) exchanged in the fair market value of such shares on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesrelevant tender offer or exchange offer.

Repurchase Price. (i) The repurchase price (If the "Shares are not listed on a securities exchange or quoted in an inter­dealer quotation system, the Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued Price with respect to such shares, the Earned Shares shall be at a price per share equal to the par value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Purchase Price. (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be If the fair market value of such shares Shares are listed on the date of the Repurchase Notice (determined according to the method set forth a securities exchange or quoted in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause (as defined below)an inter-dealer quotation system, the Repurchase Price for shares of Class A Common repurchased hereunder with respect to the Earned Shares shall be at a price per share equal to the lesser of average closing bid price per Share for the twenty (A20) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares on trading days immediately preceding the date of termination of this Agreement pursuant to Paragraph "A" of this Article "6" of this Agreement on the principal securities exchange or inter-dealer quotation system upon which the Shares are listed or admitted to trading. (iii) Whether or not the Shares are listed on a securities exchange or quoted in an inter-dealer quotation system, the Repurchase Notice (determined according Price with respect to the method Unearned Shares shall be at a price per share equal to the Purchase Price (i) If the Company determines not to exercise its Repurchase Option with respect to any of the Shares, it shall notify the Service Provider within ninety (90) days after the termination of this Agreement pursuant to Paragraph "A" of this Article "6" of this Agreement, in which event the Repurchase Option shall terminate. If the Company does not notify the Service Provider of its determination not to exercise its Repurchase Option within ninety (90) days after the termination of this Agreement pursuant to Paragraph "A" of this Article "6" of this Agreement, the Service Provider's rights shall be determined pursuant to Subparagraph "(iii)" of this Paragraph "C" of this Article "6" of this Agreement. (ii) If the Company determines to exercise its Repurchase Option, within ninety (90) days after the termination of this Agreement pursuant to Paragraph "A" of this Article "6" of this Agreement, the Company shall deliver payment to the Service Provider by any of the following methods, in the Company's sole and absolute discretion: (a) delivering to the Service Provider a check in the amount of the aggregate Repurchase Price, (b) canceling an amount of the Service Provider's indebtedness, if any, to the Company equal to the aggregate Repurchase Price, or (c) any combination of (a) and (b) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price; provided, however, that if the Company is unable effect delivery of payment of the Repurchase Price upon the Service Provider within ninety (90) days after the date of termination of this Agreement pursuant to Paragraph "A" of Article "6" of this Agreement, the Company shall be deemed the legal and beneficial owner of the Unreleased Shares and the sole remedy of the Service Provider thereafter shall be to receive the Repurchase Price from the Company. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being repurchased by the Company. In addition to delivering the applicable stock certificates to the Company, the Service Provider shall deliver a written statement to the Company containing the representations set forth in paragraph 3(dParagraph "D" of this Article "6" of this Agreement (the "Unreleased Shares Statement"; such delivery of the applicable stock certificates and the Unreleased Shares Statement hereinafter referred to as the "Unreleased Shares Transaction"). (iii) below)If the Service Provider's status as a Service Provider terminates, and the Company neither notifies the Service Provider of the Company's decision not to exercise its Repurchase Option within ninety (90) days after such termination, nor delivers payment of the Repurchase Price for all other shares to the Service Provider within ninety (90) days after such termination, then the sole remedy of Vested Executive Stock the Service Provider thereafter shall be to receive the Original Cost Repurchase Price from the Company as set forth above, and in no event shall the Service Provider have any claim of such sharesownership as to any of the Unreleased Shares.

Repurchase Price. (i) The repurchase price (the "“Repurchase Price"”) for Unvested ---------------- Company Shares and/or Purchased Senior Notes repurchased hereunder by the Company (or its designee) following the Purchaser’s Termination of Active Service shall vary depending upon the time and circumstances of the Purchaser’s Termination of Active Service, as follows: Type of Termination Company Shares Purchased on Exercise of Vested Options Company Shares Purchased on Exercise of Investment Rights Percentage of Purchased Senior Notes Without Cause Market Value Market Value Applicable percentage of unpaid principal amount then outstanding plus all accrued and unpaid interest on such principal amount then outstanding 17 Type of Termination Company Shares Purchased on Exercise of Vested Options Company Shares Purchased on Exercise of Investment Rights Percentage of Purchased Senior Notes Resignation by the Purchaser Lesser of (i) Market Value and (ii) corresponding Option exercise price plus simple interest at 8% per annum Resignation prior to second anniversary of grant date of Investment Rights, the lesser of (i) Market Value and (ii) the original purchase price for the Company Shares Resignation after second anniversary, Market Value Applicable percentage of then outstanding unpaid principal amount only Due to Death, Disability or Retirement Market Value Market Value Applicable percentage of unpaid principal amount then outstanding plus all accrued and unpaid interest on such principal amount then outstanding By the Board of Directors for Cause Lesser of (i) Market Value and (ii) corresponding Option exercise price Lesser of (i) Market Value and (ii) the original purchase price for the Company Shares Applicable percentage of then outstanding unpaid principal amount only In all cases, Market Value shall be determined as of the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" commencement date of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, shall be equal to the par value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (orapplicable Repurchase Period and, if applicableapplicable in the case of a repurchase of Company Shares purchased on exercise of vested Options, holder of Executive Stock) in exchange for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) interest shall be deemed to be have accrued for the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares). (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be the fair market value of such shares on period from the date of grant of the Repurchase Notice (determined according corresponding Options to the method set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause (as defined below), the Repurchase Price for shares of Class A Common repurchased hereunder shall be the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares on the commencement date of the applicable Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesPeriod.

Repurchase Price. Upon exercise of the Repurchase Option, the purchase price for the Available Securities (the "REPURCHASE PRICE") shall be as follows: (i) The repurchase price (if the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder Option is triggered by termination of Executive's employment by reason of Executive's death, Executive's Disability or termination of Executive's employment by Beacon Operating without Cause, the Repurchase Price shall be the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, shall be equal to the par value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any Fair Market Value of the -------- consideration paid for such shares consisted Available Securities as of unvested shares the date of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares).Termination; (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be the fair market value of such shares on the date of subject to SUBSECTION 3(d)(iii) below, if the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below); provided that if Option is triggered by termination of Executive's employment is -------- terminated by the Company or any of its subsidiaries Beacon Operating for Cause or Resignation of the Executive (as defined belowother than upon Retirement), the Repurchase Price for shares of Class A Common repurchased hereunder the Available Securities shall be the lesser of (A) Executive's the Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), in the case of Executive Shares and Options) and the Outstanding Indebtedness (in the case of Subordinated Notes constituting Available Securities) and (B) the fair market value Fair Market Value of the Available Securities; and (iii) in the event of Resignation of Executive following the fourth anniversary of the date hereof (and provided Executive has been continuously employed by Beacon Operating and the Subsidiaries through such shares on date of Resignation) (such Resignation a "VESTED RESIGNATION"), the Repurchase Price of the Available Securities shall be (i) the Fair Market Value for the Vested Executive Securities (as defined below) as of the date of Termination, and (ii) the Repurchase Notice (purchase price determined according pursuant to subsection 3(d)(ii) for all Available Securities which are not Vested Executive Securities. As used herein, the method set forth in paragraph term "Vested Executive Securities" shall mean the percentage of Executive Securities held by the Executive vested at the time of his Resignation, determined as follows: The purchase price for the Available Securities under this Section 3(d) below)shall be computed as of the date of Termination, and shall be determined by the Board within sixty (60) days after Termination and such determination shall be final and binding, absent fraud and manifest error. In connection with the determination of the purchase price of Available Securities, the Board shall prepare and present to Executive a reasonably detailed written statement reflecting the calculation of the Repurchase Price for all other shares of Vested Executive Stock shall be including the Original Cost of methodology used to calculate such sharesRepurchase Price.

Repurchase Price. (i) The aggregate price to be paid by the Sellers to repurchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder White Rabbit Assets shall be the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, shall be an amount equal to the par value sum of such shares. The "Original Cost" (A) the Repurchase Price (as defined below), (B) the surrender for cancellation by the Purchaser of all other shares shall be Stock Consideration delivered to the aggregate ------------- consideration Sellers pursuant to this Agreement, and (if anyC) the release and return to the Purchaser of any amounts paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect into escrow pursuant to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares). clause (ii) of this Section 1.13(d) below. The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be determined according to the fair market value following formula: Repurchase Price = (0.5*(x + y – 1,750,000)) + S – L where x = the Cash Consideration paid by the Purchaser to the Sellers prior to the Initial Seller Notice y = $4,373,958 plus the aggregate direct manufacturing cost of such shares all Units in inventory and all Unit components comprising work-in-process, determined on the date of the Repurchase Notice (determined according Option Closing S = any severance, employee benefit or other costs, incurred directly or indirectly, in connection with the termination or transfer to the method set forth in paragraph 3(d) belowtransferee of the White Rabbit Assets and the White Rabbit Liabilities, of any employees of the Purchaser who worked for the White Rabbit Division (other than any who were employees of the Purchaser prior to the Closing or other employees of Purchaser transferred from Purchaser to the White Rabbit Division without Sellers’ consent), who cease to be employees of the Purchaser as a result of or otherwise relating to the exercise of the Repurchase Option by the Sellers (whether or not such employees become employees of the transferee); provided and L = the White Rabbit Liabilities; provided, that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause (as defined below), in no event shall the Repurchase Price for shares be less than zero. For purposes of Class A Common repurchased hereunder the Preliminary Repurchase Price Statement, the Preliminary Repurchase Price shall be calculated, in accordance with the lesser of (A) Executive's Original Cost paid for ------ such shares (foregoing formula, as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares on the date of the Repurchase Notice (determined according to end of the method set forth in paragraph 3(d) below), and calendar month preceding the Repurchase Price for all other shares receipt of Vested Executive Stock shall be the Original Cost of such shares.Initial Sellers Notice…”

Repurchase Price. (i) The repurchase purchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect Warrant Agent pursuant to such shares, a Repurchase Offer shall be equal to the par value (the "Relevant Value") on the Valuation Date of such shares. The "Original Cost" the Preferred Stock issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price Relevant Value of the Preferred Stock and other securities or property issuable upon exercise of all the Warrants, on any Valuation Date, shall be: (A) if the Preferred Stock (or other securities issuable upon exercise of the Warrants or conversion of the Preferred Stock) is registered under the Exchange Act, deemed to be the average of the daily market prices (on the stock exchange that is the primary trading market for shares the Preferred Stock (or other securities)) of Vested Executive the Preferred Stock repurchased hereunder (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or (B) if the Preferred Stock (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by the President, any Vice President or the Chief Financial Officer of the Company (the "Value Certificate"). The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the fair market value average of such shares the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Preferred Stock (or other securities) were not registered under the Exchange Act; or (2) if the Preferred Stock (or other securities issuable upon exercise of the Repurchase Notice Warrants or conversion of the Preferred Stock) is not registered under the Exchange Act or if the value cannot be computed under clause (determined according 1) above, deemed to be equal to the method value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the Repurchase Price fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Preferred Stock (or other securities) or property issuable upon exercise of the Warrants represent a minority interest in the Company. The Company shall use its best efforts (including by selecting another Independent Financial Expert) to cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "Value Report") stating the Relevant Value of the Preferred Stock (or other securities) being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for shares inspection by the Holders. The determination of Class A Common repurchased hereunder the Independent Financial Expert as to Relevant Value in accordance with the provisions of this Section 3.4(d) shall be conclusive on all Persons. The Independent Financial Expert shall consult with management of the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares Company in order to allow management to comment on the date proposed Relevant Value prior to delivery to the Company of any Value Report of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesIndependent Financial Expert.

Repurchase Price. The purchase price per Unit pursuant to this Section 7 shall equal the “Repurchase Price” as of the “Determination Date”, determined pursuant to clause (i), (ii) or (iii), as applicable: (i) The repurchase price (If the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be employment of the Original Cost for such shares (as adjusted Executive terminates for any stock splitreason (whether initiated by the Partnership or the Executive) other than by the Partnership for Cause, stock dividend(I) the Determination Date shall mean the later of (x) the effective date of the Executive’s termination of employment and (y) six months and one day from the date of the Executive’s acquisition of the Units pursuant to this Agreement, recapitalization or other reorganization). The "Original Cost" of shares of Class B (II) the Repurchase Price per Common and Class ------------- C Unit shall equal the Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, shall be equal to the par value Unit Repurchase Price of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any Unit as of the -------- consideration paid for Determination Date and (III) the Repurchase Price per Profits Unit shall equal the Profits Unit Repurchase Price of such shares consisted Unit as of unvested shares the Determination Date. For purposes of Class B Common or Class C Common (or any shares issued with respect to such sharesthis Section 7(d)(i), the amount Partnership may, at its discretion, treat Units that are acquired less than six months and one day prior to the effective date of the Executive’s termination of employment (such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect Units, the “Immature Units”) as having separate Determination Dates from the Determination Date applicable to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Units that are not Immature Units. (ii) The Repurchase Price If the employment of the Executive is terminated by the Partnership for shares of Vested Executive Stock repurchased hereunder Cause, (I) the Determination Date shall be the fair market value of such shares on the effective date of the Repurchase Notice Executive’s termination of employment and (determined according to the method set forth in paragraph 3(dII) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause (as defined below), the Repurchase Price for shares of Class A per Common repurchased hereunder Unit shall be equal the lesser of (i) the Common Unit Repurchase Price of such Unit as of the Determination Date and (ii) the excess, if any, of (a) the price at which the Executive purchased such Common Unit over (b) the aggregate amount of any distributions made prior to the Determination Date to the Executive in respect of such Common Units. (iii) If the repurchase occurs by reason of the Executive having engaged in Competitive Activity, (I) the Determination Date shall be the Competitive Activity Notice Date and (II) the Repurchase Price per Common Unit shall equal the lesser of (i) the Common Unit Repurchase Price of such Unit as of the Determination Date and (ii) the excess, if any, of (a) the price at which the Executive purchased such Common Unit over (b) the aggregate amount of any distributions made prior to the Determination Date to the Executive in respect of such Common Units. If the Executive has disposed of any Units for cash or other consideration prior to the repurchase date (including, but not limited to, to the Partnership or the Investors pursuant to Section 7(a) or Section 7(b)), the Partnership shall have the right to recoup from the Executive an amount of cash in respect of the Units disposed of equal to (A) Executive's Original Cost paid for ------ the aggregate amount of cash and the aggregate value of all securities actually received by the Executive in connection with all of such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and dispositions minus (B) the fair market value aggregate amount of such shares cash that would have been received by the Executive in respect of the disposed Units pursuant to the first sentence of this Section 7(d)(iii) if the disposed Units had been owned by the Executive on the date Determination Date (such right of recoupment, the Repurchase Notice (determined according “Sold Unit Clawback”). Any amount to be repaid by the Executive pursuant to this Section 7(d)(iii) shall be subject to further reduction for taxes paid by the Executive on the amounts received for the Units disposed of, to the method set forth extent that the Partnership reasonably determines that the taxes paid by the Executive will not be able to be recouped by the Executive in paragraph 3(d) below), and any manner in the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharessame or a subsequent tax year.

Repurchase Price. Upon exercise of the Repurchase Option, the purchase price for the Available Securities (the "REPURCHASE PRICE") shall be as follows: (i) The repurchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, shall be equal to the par value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stock) in exchange for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares). (ii) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall be the fair market value of such shares on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below); provided that if Option is triggered by termination of Executive's employment is -------- terminated by the Company reason of Executive's death, Executive's Disability, Vested Resignation of Executive, termination of Executive's employment by Beacon Operating without Just Cause, or termination for any of its subsidiaries for Cause other reason (as defined other than those described in subsection 3(d)(ii) below), the Repurchase Price shall be Fair Market Value of the Available Securities as of the date of Termination; and (ii) if the Repurchase Option is triggered by termination of Executive's employment by the Company or any Subsidiary for shares Just Cause or Resignation of Class A Common repurchased hereunder the Executive (other than a Vested Resignation), the purchase price of the Available Securities shall be the lesser of of: (A) Executivethe Founder's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or in the case of Executive Shares and Options) and the Outstanding Indebtedness (in the case of Subordinated Notes and other reorganizationnotes constituting Available Securities), ; and (B) the fair market value Fair Market Value of such shares on the Available Securities. The Repurchase Price for the Available Securities under this Section 3(d) shall be computed as of the date of Termination. The Repurchase Price shall be calculated by the Board within thirty (30) days following Termination (provided, however, that Fair Market Value shall be determined in accordance with the definition thereof in Section 1). Notwithstanding anything to the contrary herein contained, if the Company and CHS collectively have elected to purchase less than all of the Available Securities, then the Company and CHS shall be deemed to have elected not to purchase any of the Available Securities pursuant to the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesOption.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares Warrant Agent pursuant to a Repurchase Offer shall, except in the case of a Repurchase Event within the meaning of clause (as adjusted for any stock splitiii) of the definition thereof, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect to such shares, shall be equal to the par value (the "Relevant Value") on the Valuation Date of such shares. The "Original Cost" the Common Shares issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value of such shares of unvested Class B Common or Class C Common (or shares issued with respect to such shares)Repurchase Offer. (ii) The Repurchase Price Relevant Value of the Common Shares and other securities or property issuable upon exercise of all the Warrants, on any Valuation Date shall be: (A) If the Common Shares (or other securities) are registered under the Exchange Act, deemed to be the average of the daily market prices (on the stock exchange that is the primary trading market for shares the Common Shares (or other securities)) of Vested Executive Stock repurchased hereunder the Common Shares (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or, (B) if the Common Shares (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by the President, any Vice President or the Chief Financial Officer of the Company (the "Value Certificate"). The market price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the fair market value average of such shares the high bid and low asked prices, as so reported, on the date of the Repurchase Notice most recent day (determined according not more than 30 days prior to the method date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Common Shares (or other securities) were not registered under the Exchange Act; or (2) If the Common Shares (or other securities) are not registered under the Exchange Act or if the value cannot be computed under clause (1) above, deemed to be equal to the value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Fair Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Common Shares and other securities or property issuable upon exercise of the Warrants represent a minority interest in the Company. The Company shall cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "Fair Value Report") stating the Relevant Value of the Common Shares and other securities or property of the Company, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Fair Value Report of any Independent Financial Expert, except to keep it on file and available for inspection by the Holders. The determination as to Relevant Value in accordance with the provisions of this Section 3.4(d) shall be conclusive on all Persons. The Independent Financial Expert shall consult with management of the Company in order to allow management to comment on the proposed Relevant Value prior to delivery to the Company of any Fair Value Report of the Independent Financial Expert. (iii) The Repurchase Price for shares each Warrant properly tendered to the Warrant Agent pursuant to a Repurchase Offer with respect to a Repurchase Event within the meaning of Class A Common repurchased hereunder clause (iii) of the definition thereof shall be equal to the lesser of (A) Executive's Original Cost price that would have been paid for ------ the Common Shares represented by such shares (as adjusted for any stock split, stock dividend, recapitalization Warrant had such Warrant been exercised and such Common Shares tendered or other reorganization), and (B) exchanged in the fair market value of such shares on the date of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesrelevant tender offer or exchange offer.

Repurchase Price. (i) The repurchase purchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be each Warrant properly tendered to the Original Cost for such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization). The "Original Cost" of shares of Class B Common and Class ------------- C Common issued hereunder (as well as any Class B Common issued upon conversion of Class C Common issued hereunder), and any shares issued with respect Warrant Agent pursuant to such shares, a Repurchase Offer shall be equal to the par value (the "Relevant Value") on the Valuation Date of such shares. The "Original Cost" the Common Shares issuable, and other securities or property of all other shares shall be the aggregate ------------- consideration Company which would have been delivered, upon exercise of Warrants had the Warrants been exercised (if any) paid by Executive (orregardless of whether the Warrants are then exercisable), if applicable, holder of Executive Stock) less the Exercise Price in exchange effect on the Notice Date for such shares; provided that if any of Repurchase Offer. (A) If the -------- consideration paid for such shares consisted of unvested shares of Class B Common or Class C Common Shares (or any shares issued with respect to such shares)other securities) are registered under the Exchange Act, the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value average of such shares of unvested Class B the daily market prices (on the stock exchange that is the primary trading market for the Common or Class C Common Shares (or shares issued with respect other securities)) of the Common Shares (or other securities) for the 20 consecutive trading days immediately preceding such Valuation Date or, (B) if the Common Shares (or other securities) have been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily market prices for all of the trading days before such date for which daily market prices are available, in the case of each of (A) and (B), as certified to the Warrant Agent by the President, any Vice President or the Chief Financial Officer of the Company (the "Value Certificate"). The market price for each such shares).trading day shall be: (A) in the case of a security listed or admitted to trading on any national securities exchange, the closing sales price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any national securities exchange, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any national securities exchange and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are no bid and asked prices reported during the 30 days prior to the date in question, the Relevant Value shall be determined as if the Common Shares (or other securities) were not registered under the Exchange Act; or (ii2) The Repurchase Price for shares of Vested Executive Stock repurchased hereunder shall If the Common Shares (or other securities) are not registered under the Exchange Act or if the Relevant Value cannot be the fair market value of such shares on the date of the Repurchase Notice computed under clause (determined according 1) above, deemed to be equal to the method value set forth in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by the Company or any of its subsidiaries for Cause Value Report (as defined below)) as determined by an Independent Financial Expert, which shall be selected by the Board in accordance with Section 3.4(e) hereof, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate but without giving effect to any discount for lack of liquidity, the Repurchase Price fact that the Company has no class of equity securities registered under the Exchange Act or the fact that the Common Shares and other securities or property issuable upon exercise of the Warrants represent a minority interest in the Company. The Company shall cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, within 45 days of the appointment of 20 16 the Independent Financial Expert in accordance with Section 3.4(e) hereof, a value report (the "Value Report") stating the Relevant Value of the Common Shares and other securities or property of the Company, if any, being valued as of the Valuation Date and containing a brief statement as to the nature and scope of the methodologies upon which the determination of Relevant Value was made. The Warrant Agent shall have no duty with respect to the Value Report of any Independent Financial Expert, except to keep it on file and available for shares inspection by the Holders. The determination as to Relevant Value in accordance with the provisions of Class A Common repurchased hereunder this Section 3.4(d) shall be conclusive on all Persons. The Independent Financial Expert shall consult with management of the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares Company in order to allow management to comment on the date proposed Relevant Value prior to delivery to the Company of any Value Report of the Repurchase Notice (determined according to the method set forth in paragraph 3(d) below), and the Repurchase Price for all other shares of Vested Executive Stock shall be the Original Cost of such sharesIndependent Financial Expert.

Repurchase Price. (i) The repurchase price (the "Repurchase Price") for Unvested ---------------- Shares repurchased hereunder shall be an amount equal to (i) in the Original Cost for such shares case of each share of issued and outstanding Warrant Stock, the quotient obtained by dividing (A) the Fair Market Value of the Company's Common Stock (as adjusted for any stock splitdetermined pursuant to Section 11.5(b) hereof), stock dividendcalculated as of the date of the related Put Notice or Call Notice under Section 11.1 or 11.3 hereof, recapitalization respectively (or other reorganizationin the case of the exercise of put rights hereunder in connection with the repayment in full of the Notes, as of the end of the calendar month preceding the date of such repayment). The "Original Cost" , plus, the aggregate consideration to be paid to the Company upon the exercise of all then exercisable outstanding warrants, options or convertible securities pursuant to which the Company is then obligated to issue Common Stock by (B) the sum of (1) the number of shares of Class B Common and Class ------------- C Stock then outstanding plus (2) the number of shares of Common issued hereunder Stock then issuable upon exercise of then outstanding warrants, options or convertible securities, in each case to the extent then exercisable (as well as any Class B excluding, for this purpose, shares of Common issued Stock issuable upon conversion of Class C shares of Common issued hereunderStock), and any shares issued with respect to such shares, shall be equal to the par value of such shares. The "Original Cost" of all other shares shall be the aggregate ------------- consideration (if any) paid by Executive (or, if applicable, holder of Executive Stockii) in exchange for such shares; provided that if the case of each share of Warrant Stock issuable upon exercise of any outstanding Warrant, (A) the product of the -------- consideration paid for such shares consisted Repurchase Price per share of unvested shares of Class B Common or Class C Common (or any shares issued with respect to such shares), and outstanding Warrant Stock as determined under this Section 11.5 multiplied by the amount of such consideration constituting unvested Class B Common or Class C Common (or shares issued with respect to such shares) shall be deemed to be the par value number of such shares of unvested Class B Common or Class C Common Warrant Stock then issuable under such Warrant, minus (or shares issued with respect to B) the aggregate exercise price for such shares). (ii) The Repurchase Price for shares of Vested Executive Warrant Stock repurchased hereunder shall be under such Warrant, and (iii) in the fair market value case of each share of Investor Group Preferred of any class the quotient obtained by dividing (A) the Fair Market Value of the Company's Preferred Stock of such shares on class (as determined pursuant to Section 11.5(b) hereof), calculated as of the date of the Repurchase related Put Notice or Call Notice under Section 11.1 or 11.3 hereof, respectively (determined according to or in the method set forth case of exercise of put rights hereunder in paragraph 3(d) below); provided that if Executive's employment is -------- terminated by connection with repayment in full of the Company or any Notes, as of its subsidiaries for Cause (as defined below), the Repurchase Price for shares end of Class A Common repurchased hereunder shall be the lesser of (A) Executive's Original Cost paid for ------ such shares (as adjusted for any stock split, stock dividend, recapitalization or other reorganization), and (B) the fair market value of such shares on calendar moth preceding the date of such repayment), plus the Repurchase Notice (determined according aggregate consideration to be paid to the method set forth in paragraph 3(d) below)Company upon exercise of all then exercisable outstanding warrants, and options or convertible securities pursuant to which the Repurchase Price for all other shares of Vested Executive Company is then obligated to issue Preferred Stock shall be the Original Cost of such sharesclass.