Common use of Repurchase Rights With Respect to the Shares Clause in Contracts

Repurchase Rights With Respect to the Shares. (a) Upon (i) the termination of Employee’s employment or service arrangement (as applicable) with the Company and its Subsidiaries (x) by the Company or such Subsidiary as a result of a Termination for Cause or (y) by Employee prior to the third anniversary of the issuance of the Shares (the “Third Anniversary of Issuance”) for any reason other than Good Reason, or (ii) an Exit Event if the Apax Group does not achieve the IRR Hurdle, Employee’s unvested Shares (in the case of clause (ii) only, including those that are contingently vested pursuant to Section 3(b)) shall cease to vest in accordance with Section 3(b) and Section 3(a), and the Company shall have the right, but not the obligation, to repurchase all or any portion of such Shares at a purchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of Employee’s Termination Date. (b) Upon the termination of Employee’s employment or service arrangement with the Company and its Subsidiaries (as applicable) (w) by the Company or such Subsidiary for any other reason other than Cause, (x) by Employee for Good Reason prior to the Third Anniversary of Issuance, (y) following the Third Anniversary of the Issuance, by Employee for any reason, or (z) due to Employee’s death or disability, the Company shall have the right, but not the obligation, to repurchase all or any portion of Employee’s Shares. (i) that have not contingently vested pursuant to Section 3(b) at a purchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of Employee’s Termination Date; (ii) that have vested in accordance with Section 3(a) or contingently vested in accordance with Section 3(b) at a purchase price equal to the Fair Value of such Shares as of Employee’s Termination Date; provided that, if Employee fails to execute and deliver to the Company within 15 days of the determination of Fair Value, an agreement in a form reasonably acceptable to the Company releasing claims related to Employee’s acquisition, holding and disposal of the Shares and/or otherwise being a Stockholder in the Company, the purchase price for such Shares shall be equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of Employee’s Termination Date; and (iii) for the avoidance of doubt, any Shares that have not been repurchased by the Company in accordance with Section 5(a) or (b) shall remain outstanding in the hands of the holder thereof (the “Retained Shares”). If upon the consummation of the Exit Event, the Apax Group fails to achieve the IRR Hurdle, the Company shall have the right, but not the obligation, to repurchase all or any portion of Employee’s Retained Shares at a purchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Unvested Shares and (y) the Fair Value of such Unvested Shares as of Employee’s Termination Date. (c) In the event of a material breach by Employee of any Restrictive Covenant, (A) all of Employee’s Shares that have not contingently vested in accordance with Sections 3(b) and 3(a), shall cease to vest, and (B) all of Employee’s Shares (whether vested or unvested) will be subject to repurchase at a repurchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of such repurchase date. The Company shall have such right to repurchase such Shares pursuant to this Section 5(c), whether or not the Company has previously exercised any of its repurchase rights pursuant to Section 5. The Company may (at its sole discretion) within 60 days of the date on which the Board of Directors obtains knowledge that Employee materially breached a Restrictive Covenant require Employee to repay to the Company any amount paid to Employee as a purchase price for any of Employee’s Shares in excess of that amount that would have been payable for such Shares pursuant to this Section 5(c). (d) Any Share that is repurchased or cancelled hereunder may be reissued to employees, officers, directors or other service providers or to the Company and its Subsidiaries at such time and upon such terms and subject to such conditions as the Board of Directors determines. (e) Upon the repurchase of any Shares, Employee will cease to be a Stockholder in respect of such Shares. (f) The Company may elect (which election shall be revocable) to purchase all or any portion of the Shares that become subject to repurchase in accordance with this Section 5 by delivering written notice (the “Purchase Notice”) to Employee and his or her transferees within 190 calendar days following (i) the Termination Date or (ii) the date on which the Board of Directors obtains knowledge that Employee materially breached a Restrictive Covenant, as the case may be. The Purchase Notice shall set forth the type and amount of Shares to be acquired from Employee and his or her transferees, the Company’s calculation of the purchase price required to be paid for such Shares under this Agreement (in reasonable detail), and the time and place for the closing of the transaction. The amount of Shares to be purchased by the Company shall first be satisfied to the extent possible from the Shares held by Employee at the time of delivery of the Purchase Notice. If the amount of Shares then held by Employee is less than the amount of Shares the Company has elected to purchase, then the Company shall purchase the remaining Shares elected to be purchased ratably from Employee’s transferees, in accordance with the amount of Shares held by such other holder(s) at the time of delivery of such Purchase Notice. (g) If the Company and Employee do not agree on the Fair Value of the Shares to be purchased within 15 days after the date the Purchase Notice is delivered, then such Fair Value shall be determined by an independent third party valuation expert to be mutually agreed upon by the Company and Employee. If such valuation expert’s determination of Fair Value is less than or equal to 110% of the Company’s determination of Fair Value, Employee shall pay all of the fees and costs associated with such appraisal; if such valuation expert’s determination of Fair Value is greater than 110% of the Company’s determination of Fair Value, then the Company shall, or shall cause its Subsidiary to, pay all of the fees and costs associated with such appraisal.

Repurchase Rights With Respect to the Shares. (a) Upon (i) the termination of Employee’s employment or service arrangement (as applicable) with the Company and its Subsidiaries (x) by the Company or such Subsidiary as a result of a Termination for Cause or (y) by Employee prior to the third anniversary of the issuance of the Shares (the “Third Anniversary of Issuance”) for any reason other than Good Reason, or (ii) an Exit Event if the Apax Group does not achieve the IRR Hurdle, Employee’s unvested Shares (in the case of clause (ii) only, including those that are contingently vested pursuant to Section 3(b)) shall cease to vest in accordance with Section 3(b) and Section 3(a), and the Company shall have the right, but not the obligation, to repurchase all or any portion of such Shares at a purchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of Employee’s Termination Date. (b) Upon the termination of Employee’s employment or service arrangement with the Company and its Subsidiaries (as applicable) (w) by the Company or such Subsidiary for any other reason other than Cause, (x) by Employee for Good Reason prior to the Third Anniversary of Issuance, (y) following the Third Anniversary of the Issuance, by Employee for any reason, or (z) due to Employee’s death or disability, the Company shall have the right, but not the obligation, to repurchase all or any portion of Employee’s Shares. (i) that have not contingently vested pursuant to Section 3(b) at a purchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of Employee’s Termination Date; (ii) that have vested in accordance with Section 3(a) or contingently vested in accordance with Section 3(b) at a purchase price equal to the Fair Value of such Shares as of Employee’s Termination Date; provided that, if Employee fails to execute and deliver to the Company within 15 days of the determination of Fair Value, an agreement in a form reasonably acceptable to the Company releasing claims related to Employee’s acquisition, holding and disposal of the Shares and/or otherwise being a Stockholder in the Company, the purchase price for such Shares shall be equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of Employee’s Termination Date; and (iii) for the avoidance of doubt, any Shares that have not been repurchased by the Company in accordance with Section 5(a) or (b) shall remain outstanding in the hands of the holder thereof (the “Retained Shares”). If upon the consummation of the Exit Event, the Apax Group fails to achieve the IRR Hurdle, the Company shall have the right, but not the obligation, to repurchase all or any portion of Employee’s Retained Shares at a purchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Unvested Shares and (y) the Fair Value of such Unvested Shares as of Employee’s Termination Date. (c) In the event of a material breach by Employee of any Restrictive Covenant, (A) all of Employee’s Shares that have not contingently vested in accordance with Sections 3(b) and 3(a), shall cease to vest, and (B) all of Employee’s Shares (whether vested or unvested) will be subject to repurchase at a repurchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of such repurchase date. The Company shall have such right to repurchase such Shares pursuant to this Section 5(c), whether or not the Company has previously exercised any of its repurchase rights pursuant to Section 5. The Company may (at its sole discretion) within 60 days of the date on which the Board of Directors obtains knowledge that Employee materially breached a Restrictive Covenant (a) require Employee to repay to the Company any amount paid to Employee as a purchase price for any of Employee’s Shares in excess of that amount that would have been payable for such Shares pursuant to this Section 5(c) and (b) reduce the amount outstanding on any promissory note issued by the Company in exchange for Shares repurchased by the Company pursuant to this Section 5 by an amount equal to the excess of the amount that would have been payable for such Shares pursuant to this Section 5(c). (d) Any Share that is repurchased or cancelled hereunder may be reissued to employees, officers, directors or other service providers or to the Company and its Subsidiaries at such time and upon such terms and subject to such conditions as the Board of Directors determines. (e) Upon the repurchase of any Shares, Employee will cease to be a Stockholder in respect of such Shares. (f) The Company may elect (which election shall be revocable) to purchase all or any portion of the Shares that become subject to repurchase in accordance with this Section 5 by delivering written notice (the “Purchase Notice”) to Employee and his or her transferees within 190 calendar days following (i) the Termination Date or (ii) the date on which the Board of Directors obtains knowledge that Employee materially breached a Restrictive Covenant, as the case may be. The Purchase Notice shall set forth the type and amount of Shares to be acquired from Employee and his or her transferees, the Company’s calculation of the purchase price required to be paid for such Shares under this Agreement (in reasonable detail), and the time and place for the closing of the transaction. The amount of Shares to be purchased by the Company shall first be satisfied to the extent possible from the Shares held by Employee at the time of delivery of the Purchase Notice. If the amount of Shares then held by Employee is less than the amount of Shares the Company has elected to purchase, then the Company shall purchase the remaining Shares elected to be purchased ratably from Employee’s transferees, in accordance with the amount of Shares held by such other holder(s) at the time of delivery of such Purchase Notice. (g) If the Company and Employee do not agree on the Fair Value of the Shares to be purchased within 15 days after the date the Purchase Notice is delivered, then such Fair Value shall be determined by an independent third party valuation expert to be mutually agreed upon by the Company and Employee. If such valuation expert’s determination of Fair Value is less than or equal to 110% of the Company’s determination of Fair Value, Employee shall pay all of the fees and costs associated with such appraisal; if such valuation expert’s determination of Fair Value is greater than 110% of the Company’s determination of Fair Value, then the Company shall, or shall cause its Subsidiary to, pay all of the fees and costs associated with such appraisal.

Repurchase Rights With Respect to the Shares. (a) Upon (i) the termination of Employee’s employment or service arrangement (Director as applicable) with a member of the board of directors of the Company and its Subsidiaries (x) by the Company or such Subsidiary as a result of a Termination for Cause or (y) by Employee prior to the third anniversary of the issuance of the Shares (the “Third Anniversary of Issuance”) for any reason other than Good Reason, (including Director’s death or (ii) an Exit Event if the Apax Group does not achieve the IRR Hurdle, Employee’s unvested Shares (in the case of clause (ii) only, including those that are contingently vested pursuant to Section 3(b)) shall cease to vest in accordance with Section 3(b) and Section 3(adisability), and the Company shall have the right, but not the obligation, to repurchase all or any portion of such Purchaser’s Shares, (i) that are not Vested Shares at a purchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of Employee’s Termination Date. (b) Upon the termination of Employee’s employment or service arrangement with the Company and its Subsidiaries (as applicable) (w) by the Company or such Subsidiary for any other reason other than Cause, (x) by Employee for Good Reason prior to the Third Anniversary of Issuance, (y) following the Third Anniversary of the Issuance, by Employee for any reason, or (z) due to Employee’s death or disability, the Company shall have the right, but not the obligation, to repurchase all or any portion of Employee’s Shares. (i) that have not contingently vested pursuant to Section 3(b) at a purchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of Employee’s Termination Date; (ii) that have vested in accordance with Section 3(a) or contingently vested in accordance with Section 3(b) are Vested Shares at a purchase price equal to the Fair Value of such Shares as of Employee’s the Termination Date; provided that, if Employee fails Director and Purchaser fail to execute and deliver to the Company within 15 days of the determination of Fair Value, an agreement in a form reasonably acceptable to the Company releasing claims related to EmployeePurchaser’s acquisition, holding and disposal of the Shares and/or otherwise being a Stockholder in the Company, the purchase price for such Shares shall be equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of Employee’s Termination Date; and (iii) for the avoidance of doubt, any Shares that have not been repurchased by the Company in accordance with Section 5(a) or (b) shall remain outstanding in the hands of the holder thereof (the “Retained Shares”). If upon the consummation of the Exit Event, the Apax Group fails to achieve the IRR Hurdle, the Company shall have the right, but not the obligation, to repurchase all or any portion of Employee’s Retained Shares at a purchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Unvested Shares and (y) the Fair Value of such Unvested Shares as of Employee’s Termination Date. (cb) In the event of a material breach by Employee Director or Purchaser of any Restrictive CovenantSection 6 or 10, (A) all of EmployeePurchaser’s Shares that have are not contingently vested in accordance with Sections 3(b) and 3(a), Vested Shares shall cease to vest, and (B) all of EmployeePurchaser’s Shares (whether vested or unvested) will be subject to repurchase at a repurchase price equal to the lesser of (x) the Unreturned Common B Capital Amount of such Shares and (y) the Fair Value of such Shares as of such repurchase date. The Company shall have such right to repurchase such Shares pursuant to this Section 5(c5(b), whether or not the Company has previously exercised any of its repurchase rights pursuant to Section 5. The Company may (at its sole discretion) within 60 days of the date on which the Board of Directors obtains knowledge that Employee Director or Purchaser materially breached a Restrictive Covenant Section 6 or 10 (a) require Employee Purchaser to repay to the Company any amount paid to Employee Purchaser as a purchase price for any of EmployeePurchaser’s Shares in excess of that amount that would have been payable for such Shares pursuant to this Section 5(c5(b) and (b) reduce the amount outstanding on any promissory note issued by the Company in exchange for Shares repurchased by the Company pursuant to this Section 5 by an amount equal to the excess of the amount that would have been payable for such Shares pursuant to this Section 5(b). (dc) Any Share that is repurchased or cancelled hereunder may be reissued to employees, officers, directors or other service providers or to the Company and its Subsidiaries at such time and upon such terms and subject to such conditions as the Board of Directors determines. (ed) Upon the repurchase of any Shares, Employee Purchaser will cease to be a Stockholder in respect of such Shares. (fe) The Company may elect (which election shall be revocable) to purchase all or any portion of the Shares that become subject to repurchase in accordance with this Section 5 by delivering written notice (the “Purchase Notice”) to Employee Purchaser and his or her its transferees within 190 calendar days following (i) the Termination Date or (ii) the date on which the Board of Directors obtains knowledge that Employee Director or Purchaser materially breached a Restrictive CovenantSection 6 or 10, as the case may be. The Purchase Notice shall set forth the type and amount of Shares to be acquired from Employee Purchaser and his or her its transferees, the Company’s calculation of the purchase price required to be paid for such Shares under this Agreement (in reasonable detail), and the time and place for the closing of the transaction. The amount of Shares to be purchased by the Company shall first be satisfied to the extent possible from the Shares held by Employee Purchaser at the time of delivery of the Purchase Notice. If the amount of Shares then held by Employee Purchaser is less than the amount of Shares the Company has elected to purchase, then the Company shall purchase the remaining Shares elected to be purchased ratably from EmployeePurchaser’s transferees, in accordance with the amount of Shares held by such other holder(s) at the time of delivery of such Purchase Notice. (gf) If the Company and Employee Purchaser do not agree on the Fair Value of the Shares to be purchased within 15 days after the date the Purchase Notice is delivered, then such Fair Value shall be determined by an independent third party valuation expert to be mutually agreed upon by the Company and EmployeePurchaser. If such valuation expert’s determination of Fair Value is less than or equal to 110% of the Company’s determination of Fair Value, Employee Purchaser shall pay all of the fees and costs associated with such appraisal; if such valuation expert’s determination of Fair Value is greater than 110% of the Company’s determination of Fair Value, then the Company shall, or shall cause its Subsidiary to, pay all of the fees and costs associated with such appraisal.