Common use of Repurchase Rights Clause in Contracts

Repurchase Rights. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If (i) Upon the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed termination of employment of the Grantee by the Company or Banyan Worldwideany of its Subsidiaries for any reason (the reason for the termination of such employment, or providing services on behalf the “Termination Event” and the date of such termination, the “Termination Date”), subject to the provisions of this Section 7 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company or Banyan Worldwideshall have the right (but not the obligation) to purchase, prior and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the date specified in Company, all or any portion (as determined by the Company) of the Purchased Shares (if any) owned by the Grantee or his Permitted Transferees at a price per Settlement Share equal to an amount (the “Termination Price”) (as determined pursuant to Section 8(d7(b) below for below); provided, that the expiration parties acknowledge that any unvested Options held by the Grantee as of these restrictionsthe Termination Date shall be cancelled pursuant to this Agreement. (ii) With respect to the Purchased Shares, then during the 90-day period following such termination the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Purchased Shares (the date on which the Grantee is so notified, the “Call Notice Date”). The Company may elect, by written notice delivered assign its right to the Optionee, to repurchase purchase all or any portion of the Shares, at a price per share equal Purchased Shares under this Section 7 to the fair market value of such Shares as DCP Investor and the DCP Investor may exercise the rights of the close Company under this Section 7 in the same manner in which the Company could exercise such rights. (iii) The closing of business the purchase by the Company or the DCP Investor of Purchased Shares pursuant to this Section 7 shall take place at the principal office of the Company, on the date of termination of the Optionee's employment. Such fair market value shall be determined chosen by mutual agreement of either the Company and or the OptioneeDCP Investor, as applicable, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. Failing At such agreement between the Optionee and closing, (i) the Company within 30 days or the DCP Investor, as applicable, shall pay the Grantee and/or such Grantee’s Permitted Transferees, as applicable, against delivery of the date of the Company's notice electing to repurchase duly endorsed certificates described below representing such Purchased Shares, the fair market value aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Grantee and/or such Grantee’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Purchased Shares shall to be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days purchased by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable timeDCP Investor, as nearly as may be in applicable, duly endorsed, or with share (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the manner provided as Purchased Shares by any Person selling such Purchased Shares pursuant to the related original appointment. No appointment this Section 7(a)(iii) shall be deemed a representation and warranty by such Person that: (w) such Person has full right, title and interest in and to such Purchased Shares; (x) such Person has all necessary power and authority and has taken all necessary action to sell such Purchased Shares as having been accomplished unless contemplated; (y) such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment Purchased Shares are free and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement clear of any two of the appraisers, which shall be conclusive upon and all parties in interest in liens or encumbrances; and (z) there is no adverse claim with respect to such Purchased Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If the Optionee for (a) Upon any reason whatsoever ----------------- Stockholder (including without limitation death, disability, or voluntary or involuntary terminationa “Terminated Stockholder”) ceases ceasing to be employed by by, or engaged as a consultant, advisor or similar position to, or director of, the Company or Banyan Worldwideits subsidiaries (a “Termination Event”), or providing services on behalf subject to the provisions of Section 4.06(b) and (c) hereof, the Company or Banyan Worldwideshall have the option to purchase, prior and if such option is exercised, such Terminated Stockholder shall sell, and shall cause any Permitted Transferees of such Terminated Stockholder to sell, to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of Shares owned by such Stockholder and such Permitted Transferees (the Shares“Termination Securities”) on the date of the occurrence of such Termination Event or acquired pursuant to the exercise of options (including those as exercised arising from a convertible note) or warrants (each an “Exercise Right”), held by such Terminated Stockholder on the date of the occurrence of such Termination Event (the “Termination Date”) at a price per share Termination Security equal to the fair market value of such Shares as Fair Market Value (the “Termination Price”) of the close of business Termination Securities on the date of termination the Termination Event; provided, however, that the Termination Price in respect of the Optionee's employment. Such fair market value any Termination Securities acquired upon an Exercise Right, shall be determined the price, if any, set forth in the applicable option grant agreement, convertible note option agreement or warrant, whichever is lower. (b) The Company shall notify a Terminated Stockholder in writing, within thirty (30) days after the later of (i) the Termination Date or (ii) the date on which Shares are acquired by mutual agreement of such Terminated Stockholder or its Permitted Transferee pursuant to an Exercise Right held by the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of Terminated Stockholder on the date of the Company's notice electing to repurchase such Shares, the fair market value occurrence of such Shares Termination Event, whether the Company will exercise its option to purchase the Termination Securities. (c) The closing of the purchase by the Company of Termination Securities pursuant to Section 4.06(a) shall take place at the principal office of the Company on the date chosen by the Company, which date shall, except as may be determined by three appraisersreasonably necessary to determine the Termination Price, one designated within five in no event be more than sixty (600 days after the termination Company notifies such Terminated Stockholder of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be exercise of its option to purchase the Optionee or his or her legal representativeTermination Securities pursuant to Section 4.06(b). At such closing, one within said period of five days by the Company shall deliver to the Terminated Stockholder and such Terminated Stockholder’s Permitted Transferees appropriate documentation representing such Termination Securities, free and clear of all liens, the Termination Price. (which appraiser d) The Company shall not be an officerpay the Termination Price in cash; provided, director or employee however, that in the sole discretion of the Company) and , the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as Termination Price may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen execution and delivery by the Company of a promissory note, subordinated on terms requested by the Company to any indebtedness of the Company to any third parties, bearing interest at the prime rate, per annum, as published in The Wall Street Journal, with principal and accrued interest and payable in equal installments on each of the first four anniversaries of the closing date, if restrictive covenants or other provisions contained in the documents evidencing the Company’s indebtedness for borrowed money from unaffiliated lenders do not permit the Company to make such payments in cash (or to the extent partial cash payment is permitted, the balance to be represented by such a note). (e) The provisions of this Section 4.06 shall terminate upon the consummation of the Initial Public Offering. (f) Rebel Dividends can buyback your shares at fair value at any time with 1 month notice. Fair value will be calculated by first liquidating your portion of the current assets, paying all applicable taxes on profits, then dividing the total value of assets by the number of outstanding shares. There is a minimum of selling 25,000 shares at any given time and you may request one share buyback per month. Due to generating interest from staking assets the process may take up to one month and the Optioneefinal price per share will not be known until the required assets have been sold. To request a stock buyback email xxxxxxx@xxxxxxxxxxxxxx.xxx with the number of shares you wish to have bought back by Rebel Dividends, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyINC.

Repurchase Rights. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-90- day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If your employment with the Optionee Company and its Affiliates is terminated for any reason whatsoever ----------------- (including without limitation death, disabilityCause, or voluntary or involuntary termination) ceases to be employed by if you breach any of the covenants contained in Section 10 below, the Company or Banyan Worldwide, or providing services on behalf shall have the right and option to repurchase from you any Shares purchased by you upon any exercise of the Company or Banyan Worldwide, this Option that occurred within six (6) months prior to the date specified on which your employment with the Company and its Affiliates ended, or at any time thereafter, and you agree to sell such Shares to the Company. The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on the records of the Company within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, and within thirty (30) days after the Company’s discovery of any breach of the covenants contained in Section 8(d10. Within thirty (30) below days after the mailing of such notice, you shall deliver to the Company the number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the purchase price paid by you for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion Shares. If you have disposed of the Shares, at a price per share equal then in lieu of delivering an equivalent number of Shares to the fair market value of such Shares as Company, you must pay to the Company the difference between the amount realized by you from the disposition of the close Shares (or the Fair Market Value of business the Shares on the disposition date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Companyif greater) and the third within five days after said appointment last occurring by amount you originally paid for the two appraisers so chosenShares, exclusive of any taxes due and payable or commissions or fees arising from such disposition. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in If the manner provided as Company exercises its repurchase option prior to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice actual issuance and delivery to you of each appointment of an appraiser shall be given promptly any Shares pursuant to the other parties in interestexercise of the Option, no Shares need be issued or delivered. Any expenses relating In lieu thereof, the Company shall return to you the purchase price you tendered upon the exercise of the Option to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid extent that it was actually received from you by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If any shares of Company Common Stock outstanding immediately prior to the Optionee Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company (such shares of stock, the “Company Restricted Stock”) that does not by its terms in effect on the date hereof and disclosed on Section 2.12(a) of the Company Disclosure Letter (or by the terms of another agreement with the Company in effect as of the date hereof and disclosed on Section 2.12(a) of the Company Disclosure Letter) provide that such repurchase option, risk of forfeiture or other condition lapses upon consummation of the transactions contemplated hereby, then (x) the shares of Parent Common Stock issued in exchange for such shares of Company Restricted Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends until such time as such repurchase option, risk of forfeiture or other condition expires or is otherwise extinguished, at which time Parent shall cause such legends to be removed and (y) the cash portion of the Merger Consideration payable with respect to such shares of Company Restricted Stock pursuant to the provisions of Section 1.6(a) shall be withheld and retained by Parent and shall be subject to the same repurchase option, risk of forfeiture or other condition. Parent shall hold the cash portion of the Merger Consideration so withheld until such repurchase option, risk of forfeiture or other condition expires or is otherwise extinguished at which time such portion of the Merger Consideration will be distributed to such former holder of shares of Company Restricted Stock; provided, however, such cash shall be permanently retained by Parent upon forfeiture by the holder of such shares of Parent Common Stock pursuant to the terms that governed such Company Restricted Stock prior to the Effective Time. Upon consummation of the Merger, (A) the Merger Consideration issued in exchange for any reason whatsoever ----------------- (including shares of Company Restricted Stock will, without limitation deathany further act of Parent, disabilityMerger Sub, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwideany other Person, or providing services on behalf of the Company or Banyan Worldwide, prior become subject to the date specified restrictions, conditions and other provisions contained in Section 8(d) below the Contract providing for the expiration rights of these restrictionsrepurchase, then during the 90-day period following forfeiture or other condition applicable to such termination the Company may electRestricted Stock as set forth in this Section 1.6(b), by written notice delivered and (B) Parent will automatically succeed to the Optionee, and become entitled to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of exercise the Company's notice electing ’s rights and remedies under any such Contract without modification, except as set forth in this Section 1.6(b). The Company shall use reasonable efforts to repurchase such Sharesensure that, from and after the Effective Time, the fair market value of Surviving Corporation is entitled to exercise any such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee repurchase option or his other right set forth in any such restricted stock purchase agreement or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyagreement.

Repurchase Rights. If 1. Upon the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed termination of employment of the Grantee by the Company or Banyan Worldwideany of its Subsidiaries for any reason (the reason for the termination of such employment, or providing services on behalf the “Termination Event” and the date of such termination, the “Termination Date”), subject to the provisions of this Section 7 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company or Banyan Worldwideshall have the right (but not the obligation) to purchase, prior and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the date specified in Section 8(d) below for the expiration of these restrictionsCompany, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion (as determined by the Company) of the Shares, Purchased Shares (if any) owned by the Grantee or his Permitted Transferees at a price per share Purchased Share equal to an amount (the fair market value of such Shares “Termination Price”) (as determined pursuant to Section 7(b) below); provided, that the parties acknowledge that any unvested Options held by the Grantee as of the close Termination Date shall be cancelled pursuant to this Agreement. 2. With respect to the Purchased Shares, the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Purchased Shares (the date on which the Grantee is so notified, the “Call Notice Date”). 3. The closing of business the purchase by the Company of Purchased Shares pursuant to this Section 7 shall take place at the principal office of the Company, on the date of termination of chosen by the Optionee's employmentCompany, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. Such fair market value shall be determined by mutual agreement of At such closing, (A) the Company and shall pay the Optionee. Failing Grantee and/or such agreement between the Optionee and the Company within 30 days Grantee’s Permitted Transferees, as applicable, against delivery of the date of the Company's notice electing to repurchase duly endorsed certificates described below representing such Purchased Shares, the fair market value aggregate Termination Price by wire transfer of immediately available federal funds and (B) the Grantee and/or such Grantee’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Purchased Shares shall to be determined by three appraisers, one designated within five days after the termination of said 30-day period purchased by the Optionee Company, duly endorsed, or his with share (or her legal representatives equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (which appraiser shall not be or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the Optionee or his or her legal representative), one within said period of five days Purchased Shares by the Company (which appraiser shall not be an officer, director or employee of the Companyany Person selling such Purchased Shares pursuant to this Section 7(a)(iii) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless a representation and warranty by such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.Person that: (w)

Repurchase Rights. If (i) Upon the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed termination of employment of the Grantee by the Company or Banyan Worldwideany of its Subsidiaries for any reason (the reason for the termination of such employment, or providing services on behalf the “Termination Event” and the date of such termination, the “Termination Date”), subject to the provisions of this Section 7 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company or Banyan Worldwideshall have the right (but not the obligation) to purchase, prior and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the date specified in Section 8(d) below for the expiration of these restrictionsCompany, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion (as determined by the Company) of the Shares, Purchased Shares (if any) owned by the Grantee or his Permitted Transferees at a price per share Settlement Share equal to an amount (the fair market value of such Shares “Termination Price”) (as determined pursuant to Section 7(b) below); provided, that the parties acknowledge that any unvested Options held by the Grantee as of the close Termination Date shall be cancelled pursuant to this Agreement. (ii) With respect to the Purchased Shares, the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Purchased Shares (the date on which the Grantee is so notified, the “Call Notice Date”). (iii) The closing of business the purchase by the Company of Purchased Shares pursuant to this Section 7 shall take place at the principal office of the Company, on the date of termination of chosen by the Optionee's employmentCompany, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. Such fair market value shall be determined by mutual agreement of At such closing, (A) the Company and shall pay the Optionee. Failing Grantee and/or such agreement between the Optionee and the Company within 30 days Grantee’s Permitted Transferees, as applicable, against delivery of the date of the Company's notice electing to repurchase duly endorsed certificates described below representing such Purchased Shares, the fair market value aggregate Termination Price by wire transfer of immediately available federal funds and (B) the Grantee and/or such Grantee’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Purchased Shares shall to be determined by three appraisers, one designated within five days after the termination of said 30-day period purchased by the Optionee Company, duly endorsed, or his with share (or her legal representatives equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (which appraiser shall not be or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the Optionee or his or her legal representative), one within said period of five days Purchased Shares by the Company (which appraiser shall not be an officer, director or employee of the Companyany Person selling such Purchased Shares pursuant to this Section 7(a)(iii) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed a representation and warranty by such Person that: (w) such Person has full right, title and interest in and to such Purchased Shares; (x) such Person has all necessary power and authority and has taken all necessary action to sell such Purchased Shares as having been accomplished unless contemplated; (y) such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment Purchased Shares are free and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement clear of any two of the appraisers, which shall be conclusive upon and all parties in interest in liens or encumbrances; and (z) there is no adverse claim with respect to such Purchased Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If you exercise the Optionee for any reason whatsoever ----------------- Option within six (including without limitation death, disability, 6) months prior to or voluntary or involuntary terminationthree (3) ceases to be employed by months after the date your employment with the Company or Banyan Worldwidean Affiliate terminates for any reason, whether voluntary or providing services involuntary, with or without cause (except as a result of death, permanent disability or retirement pursuant to the Company’s retirement plans then in effect), the Company shall have the right and option to repurchase from you, that number of Shares which is equal to the number you purchased upon such exercise(s) within such time periods, and you agree to sell such Shares to the Company. The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on behalf the records of the Company or Banyan Worldwide, (i) within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, or (ii) within thirty (30) days after any exercise of the date specified in Section 8(d) below Option for the expiration repurchase of these restrictionsShares purchased after your termination of employment. Within thirty (30) days after the mailing of such notice, then during the 90-day period following such termination you shall deliver to the Company may electthe number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, by written notice delivered as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the Optionee, to repurchase all or any portion purchase price paid by you for the Shares. If you have disposed of the Shares, at a price per share equal then in lieu of delivering an equivalent number of Shares to the fair market value Company, you must pay to the Company the amount of such Shares as gain realized by you from the disposition of the close Shares exclusive of business on any taxes due and payable or commissions or fees arising from such disposition. The Company may exercise its repurchase rights described above only in the date of termination event you are terminated for cause, or if you breach any of the Optionee's employmentcovenants contained in Section 10 below. Such fair market value shall be determined by mutual agreement If the Company exercises its repurchase option prior to the actual issuance and delivery to you of any Shares pursuant to the exercise of the Company and the OptioneeOption, no Shares need be issued or delivered. Failing such agreement between the Optionee and In lieu thereof, the Company within 30 days shall return to you the purchase price you tendered upon the exercise of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as Option to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid extent that it was actually received from you by the Company. Said appraisers shall proceed promptly to determine Following the fair market value occurrence of said Share or Shares by agreement a Change of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determinationControl, the appraisers Company shall mail or deliver such notice of such determination have no right to exercise the Optionee and the Companyrepurchase rights set forth in this Section.

Repurchase Rights. If Upon the termination of employment or other relationship of the Optionee with the Corporation or a Subsidiary, the Corporation shall have the right, for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf a period of the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period twelve months following such termination the Company may elect, by written notice delivered to the Optioneetermination, to repurchase any or all or any portion of the Sharesshares of Stock acquired pursuant to such Option, at a price per share equal to the fair market value of such Shares as of the close of business shares on the date the Corporation delivers to the Optionee, or other holder of such shares of Stock, notice that it is exercising its repurchase rights. Upon the exercise of the Option granted hereunder following the termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement employment or other relationship of the Company and Optionee with the Optionee. Failing Corporation or a Subsidiary, the Corporation shall have the right, for a period of twelve months following such agreement between exercise, to repurchase any or all of the shares of Stock acquired by the Optionee and the Company within 30 days pursuant to such exercise of the date of the Company's notice electing such Option, at a price equal to repurchase such Shares, the fair market value of such Shares shares on the date the Corporation delivers to the Optionee, or other holder of such shares of Stock, notice that it is exercising its repurchase rights. In the event that the Corporation determines that it cannot or will not exercise its rights to purchase Stock pursuant to this Subsection, in whole or in part, the Corporation may assign its rights hereunder, in whole or in part, to a Stockholder, a Benefit Plan or an Affiliate. The Corporation shall give reasonable written notice to the Optionee of any assignment of its rights. "Fair market value", for purposes of this Subsection, shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be Board in the same manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, specified in the case Plan for determining the Option Price. A notice of repurchase given pursuant to this Subsection shall specify the appraiser appointed by the appraisers chosen by the Company price and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value date of said Share or Shares by agreement closing of any two of the appraiserssuch repurchase, which shall be conclusive upon all parties no later than 30 days from the date of such notice. In the event any such repurchase rights are exercised in interest in such Shares. Promptly following such determinationaccordance with this Subsection, the appraisers holder of the Stock being repurchased shall mail or deliver be obligated to sell such notice Stock pursuant to the exercise of such determination to the Optionee and the Companyrights.

Repurchase Rights. If The Sellers shall have a right to repurchase the Optionee Purchased Shares if during the sixteen (16) month period following the Closing Date or during any period of time that the guarantees of the Sellers to HSBC have not been released by HSBC, any of the following events should occur: (a) the Parent or Buyer fails to pay any amount owing to the Sellers pursuant to this Agreement or the Promissory Notes granted pursuant to this Agreement, within five (5) days of written notice of default in payment thereof; (b) the Parent fails to file the registration statements as required pursuant to this Agreement provided that Sellers who are directors of the Corporation have caused the Corporation to provide all information necessary for any reason whatsoever ----------------- filing of such registration statement; (including without limitation deathc) the Parent is delisted from the NASDAQ SmallCap Market or trading of its shares is suspended for a period of 15 days or more; (d) the Parent, disabilitywithin six (6) months of the Closing Date, or voluntary or involuntary termination) ceases to be employed does a reverse share split unless the Sellers have been compensated by the Company or Banyan Worldwide, or providing services on behalf delivery of additional shares to ensure that as of the Company or Banyan Worldwide, date of such share split the Weighted Price of each share delivered to the Sellers pursuant to section 2.3(d) is no less than U.S. $1.00 per share; (e) any change of control of the board of directors of LOGICORP occurs without the prior written consent of the Sellers. The purchase price in any repurchase of Purchased Shares shall be a repayment to the Buyer equal to all share consideration paid to Sellers to the date specified in Section 8(d) below for of the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered repurchase and all cash consideration paid to the OptioneeSellers in excess of $2.37 million and a cancellation of any outstanding promissory notes. In addition, the Parent will be required to repurchase all or any portion deliver to the Sellers, common stock of the Shares, Parent equal to an aggregate of $500,000 at a price per share equal to the fair market value of such Shares Weighted Price as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing exercise of the repurchase rights by the Sellers. If the Sellers exercise their right of repurchase pursuant to this section, then all declared, booked and accrued amounts, if any, in respect of any distributions, management fees and other similar expenses referenced in section 4.6(i) shall be waived in their entirety by the Buyer and the Parent and upon the closing of the repurchase such of the Purchased Shares, the fair market value of such Shares Corporation and the Holding Companies shall be determined by three appraisersreleased of all obligations to pay any and all such distributions, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) management fees and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companysimilar expenses.

Repurchase Rights. If 1. Upon the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed termination of employment of the Grantee by the Company or Banyan Worldwideany of its Subsidiaries for any reason (the reason for the termination of such employment, or providing services on behalf the “Termination Event” and the date of such termination, the “Termination Date”), subject to the provisions of this Section 7 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company or Banyan Worldwideshall have the right (but not the obligation) to purchase, prior and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the date specified in Section 8(d) below for the expiration of these restrictionsCompany, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion (as determined by the Company) of the Shares, Purchased Shares (if any) owned by the Grantee or his Permitted Transferees at a price per share Purchased Share equal to an amount (the fair market value of such Shares “Termination Price”) (as determined pursuant to Section 7(b) below); provided, that the parties acknowledge that any unvested Options held by the Grantee as of the close Termination Date shall be cancelled pursuant to this Agreement. 2. With respect to the Purchased Shares, the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Purchased Shares (the date on which the Grantee is so notified, the “Call Notice Date”). 3. The closing of business the purchase by the Company of Purchased Shares pursuant to this Section 7 shall take place at the principal office of the Company, on the date of termination of chosen by the Optionee's employmentCompany, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. Such fair market value shall be determined by mutual agreement of At such closing, (A) the Company and shall pay the Optionee. Failing Grantee and/or such agreement between the Optionee and the Company within 30 days Grantee’s Permitted Transferees, as applicable, against delivery of the date of the Company's notice electing to repurchase duly endorsed certificates described below representing such Purchased Shares, the fair market value aggregate Termination Price by wire transfer of immediately available federal funds and (B) the Grantee and/or such Grantee’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Purchased Shares shall to be determined by three appraisers, one designated within five days after the termination of said 30-day period purchased by the Optionee Company, duly endorsed, or his with share (or her legal representatives equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (which appraiser shall not be or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the Optionee or his or her legal representative), one within said period of five days Purchased Shares by the Company (which appraiser shall not be an officer, director or employee of the Companyany Person selling such Purchased Shares pursuant to this Section 7(a)(iii) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless a representation and warranty by such appraiser shall have accepted in writing his appointment as Person that: (w) such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment Person has full right, title and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in and to such Purchased Shares. Promptly following ; (x) such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.Person has all

Repurchase Rights. If The Actual Controller and the Optionee for any reason whatsoever ----------------- Target Company hereby agree and undertake that the Investors shall have the right (including without limitation death, disability, or voluntary or involuntary terminationbut not the obligation) ceases to be employed by require the Actual Controller and the Target Company or Banyan Worldwide, or providing services on behalf of (the Company or Banyan Worldwide, prior to the date specified in Section 8(d“Repurchase Obligor”) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion part of its then-held equity in the Shares, at a price per share equal to Target Company in the fair market value of such Shares as of following circumstances: (1) Where the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement Actual Controller of the Company and is changed without the Optionee. Failing such agreement between prior written consent of the Optionee and Investors; (2) Where the representations or warranties made by the Actual Controller and/or the Company within 30 days in documents such as the transaction documents duly signed by the Parties are materially inaccurate or materially untrue in any material respect (including but not limited to the actual existence of the rights and interests of other shareholders not disclosed to the Investors); (3) Where during the period when the Investors holds the equity interests of the Company, the Company or the Actual Controller is subject to major administrative punishment due to failure to comply with applicable laws and compliance operation, which seriously affects the investment rights and interests of the Investors. (4) Any circumstances that Investors who has the right to request repurchase withdraws. In case of any of the circumstances specified in the preceding paragraph of the Article, the Investors shall have the right to send a written notice to the Repurchase Obligor (hereinafter referred to as the “Repurchase Notice”) requiring the Repurchase Obligor to purchase the Target Company’s equity interests and undistributed profits, surplus reserves, and equity interests converted from capital reserves (hereinafter referred to as the “Repurchase of Equity”) held by the Investors at that time at the equity repurchase price determined by the following formula; the Repurchase Obligor shall purchase the repurchase of equity by itself or a designated third party and pay the corresponding equity repurchase price unconditionally within four months (120 days, hereinafter referred to as the “Repurchase Performance Period”) upon receipt of the repurchase notice. Otherwise, during the period from the expiration date of the Company's notice electing repurchase performance period to the time when the repurchase such Sharesprice has been paid in full, the fair market value Investors shall have the right to require the Actual Controller and the Target Company to pay the delay performance deposit of such Shares 0.05% of the repurchase price per day to the Investors based on the repurchase price required to be paid, until the redemption price has been paid in full, and to require the Actual Controller and the Target Company to take all necessary actions to enable them to have sufficient cash to pay the redemption price in full. The Parties agree that the purchase performance period may be extended as appropriate with the prior written consent of the Investors. The Repurchase Obligor hereby undertakes that this provision constitutes an irrevocable undertaking made by it, which is binding and enforceable against it. The Parties agree that, in any case, the equity repurchase price shall be determined by three appraisers, one designated within five days after the termination sum of said 30-day period by the Optionee or his or her legal representatives investment principal corresponding to the equity repurchase plus the investment principal and income calculated at 8%/year interest rate (which appraiser shall not be simple interest) (excluding dividends already paid to the Optionee or his or her legal representativeInvestors), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, specific formula is as nearly as may be in the manner provided as follows: Equity repurchase price = investment principal corresponding to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in equity interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.repurchase * (1+8%*N/365)-X.

Repurchase Rights. If In the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by event that the Company obtains or Banyan Worldwideotherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, or providing services on behalf of each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any portion integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Shares, at Debentures a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company notice thereof and the OptioneeRepurchase Right arising as a result thereof (a "Repurchase Notice"). Failing such agreement between To exercise the Optionee and Repurchase Right, a Holder of Debentures must deliver on or before the Company within 30 days of fifteenth day after the date of the CompanyRepurchase Notice irrevocable written notice to the Exchange Agent of the Holder's notice electing to repurchase such Shares, the fair market value exercise of such Shares shall be determined by three appraisersright, one designated within five together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the termination date of said 30-day period the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the Optionee "Triggering Date") is before August 15, 2000, the product of (a) 120% and (b) the greater of the principal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or his if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or her legal representatives after August 15, 2000, the greater of (which appraiser a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). The obligation of the Company to deliver Exchange Property (or cash in lieu thereof) in exchange for Debentures shall not be survive and continue to apply in full force and effect following and notwithstanding the Optionee or his or her legal representative), one within said period occurrence of five days any event triggering a Repurchase Right. Failure by the Company (which appraiser shall not be to exchange Debentures in accordance with this Third Supplemental Indenture or to repurchase Debentures upon valid exercise of a Repurchase Right will constitute an officer, director or employee Event of Default with respect to the Debentures pursuant to Section 501(7) of the Company) Indenture, and Holders of Debentures will have the third within five days after said appointment last occurring remedies provided for in the Indenture, including acceleration of the indebtedness evidenced by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser orDebentures, in the case event of the appraiser appointed by the appraisers chosen by any such failure. If an offer is made to repurchase Debentures in connection with a Repurchase Right, the Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the OptioneeExchange Act and Rules 13e-1 and 14e-1 thereunder, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyextent applicable to such offer.

Repurchase Rights. If In addition to, and not in lieu of, the Optionee for restrictions set forth in Sections 9 and 10 of the Plan, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon such Material Breach Event, (ii) at any reason whatsoever ----------------- time thereafter upon delivery of written notice by the Company, the Holder shall be obligated to deliver promptly (including without limitation deathand, disabilityin any event, or voluntary or involuntary terminationno later than five (5) ceases business days after delivery of such notice) to be employed the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or Banyan Worldwide, his or providing services on behalf of its transferee) from the Company or Banyan Worldwide, any other Person or Group in connection with the transfer by the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior to the date specified in Section 8(dof such Material Breach Event over (y) below the original purchase price, if any, paid by the Holder for the expiration such shares of these restrictionsStock, then during the 90-day period following such termination and (iii) the Company may electshall have the right, by written notice delivered to the Optioneeat any time thereafter, to repurchase all or any portion the shares of Stock acquired upon the Shares, exercise of Options hereunder at a price per share equal to the fair market value lesser of such Shares (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the close Plan from time to time) and (y) the Fair Market Value of business the Stock on the date of termination that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Optionee's employment. Such fair market value shall be determined by mutual agreement Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Company and Code, the Optionee. Failing such agreement between repurchase price per share shall instead be the Optionee and the Company within 30 days Fair Market Value of the Stock on the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.that the

Repurchase Rights. If the Optionee for (a) Upon any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases Management Stockholder ceasing to be employed by by, or engaged as a consultant to, or director of, the Company or Banyan Worldwideits subsidiaries (a “Terminated Stockholder”) (a “Termination Event”), subject to the provisions of Section 4.04(b) and (c) hereof, the Company shall have the option to purchase, and if such option is exercised, such Terminated Stockholder shall sell, and shall cause any Permitted Transferees of such Terminated Stockholder to sell, to the Company all or providing services any portion of Company Securities owned by such Management Stockholder and such Permitted Transferees (the “Termination Securities”) on behalf the date of the Company occurrence of such Termination Event or Banyan Worldwide, prior acquired pursuant to the exercise of options held by such Terminated Stockholder on the date specified of the occurrence of such Termination Event (the “Termination Date”) at a price per Termination Security equal to the Fair Market Value (the “Termination Price”) of the Termination Securities on the date of the Termination Event; provided, however, that the Termination Price in Section 8(drespect of any Termination Securities acquired upon the exercise of any options shall be the price, if any, set forth in the applicable option grant agreement. (b) below for The Company shall notify a Terminated Stockholder in writing, within ninety (90) days after the expiration later of these restrictions(i) the Termination Date or (ii) the date on which Shares are acquired by such Terminated Stockholder or its Permitted Transferee pursuant to the exercise of options held by the Terminated Stockholder on the date of the occurrence of such Termination Event, then during the 90-day period following such termination whether the Company may elect, by written notice delivered will exercise its option to purchase the Optionee, Termination Securities. The Company shall have the option to repurchase assign its right to purchase all or any portion of the Shares, at a price per share equal Termination Securities under this Section 4.04 to Oak Hill and Oak Hill may exercise the fair market value of Company’s rights under this Section 4.04 in the same manner in which the Company could exercise such Shares as rights. (c) The closing of the close purchase by the Company of business Termination Securities pursuant to Section 4.04(a) shall take place at the principal office of the Company on the date of termination of the Optionee's employment. Such fair market value shall be determined chosen by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing , which date shall, except as may be reasonably necessary to repurchase such Sharesdetermine the Termination Price, the fair market value of such Shares shall in no event be determined by three appraisers, one designated within five more than 90 days after the termination Company notifies such Terminated Stockholder of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be exercise of its option to purchase the Optionee or his or her legal representativeTermination Securities pursuant to Section 4.04(b). At such closing, one within said period of five days by the Company shall deliver to the Terminated Stockholder and such Terminated Stockholder’s Permitted Transferees, against delivery of duly endorsed certificates representing such Termination Securities, free and clear of all liens, the Termination Price. (which appraiser d) The Company shall not be an officerpay the Termination Price in cash; provided, director or employee of however, that if required to act consistently with any agreements with the Company) and ’s lenders, the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as Termination Price may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen execution and delivery by the Company and the Optioneeof a promissory note, shall be paid subordinated on terms requested by the Company. Said appraisers shall proceed promptly Company to determine the fair market value of said Share or Shares by agreement of any two indebtedness of the appraisersCompany to any third parties, which shall be conclusive upon all parties bearing interest at the prime rate, per annum, as published in The Wall Street Journal, with principal and accrued interest and payable in equal installments on each of the first four anniversaries of the closing date if restrictive covenants or other provisions contained in the documents evidencing the Company’s indebtedness for borrowed money from unaffiliated lenders do not permit the Company to make such Shares. Promptly following such determinationpayments in cash (or to the extent partial cash payment is permitted, the appraisers balance to be represented by such a note). (e) The provisions of this Section 4.04 shall mail or deliver such notice terminate upon the consummation of such determination to the Optionee and the CompanyInitial Public Offering.

Repurchase Rights. If any shares of Company Stock outstanding immediately prior to the Optionee for Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any reason whatsoever ----------------- (including without limitation death, disability, applicable Company Restricted Stock Award or voluntary or involuntary termination) ceases to be employed by other agreement with the Company or Banyan Worldwide(such shares of stock, or providing services on behalf the “Company Restricted Stock”) that does not by its terms as disclosed in Section 4.19 of the Company Disclosure Schedule (or Banyan Worldwideby the terms of another agreement with the Company in effect as of the date hereof and disclosed on Section 4.19 of the Company Disclosure Schedule) provide that such repurchase option, risk of forfeiture or other condition lapses upon consummation of the transactions contemplated hereby, then such awards shall be treated as assumed and (x) the shares of Parent Stock issued in exchange for such shares of Company Restricted Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Stock may accordingly be marked with appropriate legends until such time as such repurchase option, risk of forfeiture or other condition expires or is otherwise extinguished, at which time Parent shall cause such legends to be removed and (y) the cash portion of the Merger Consideration payable with respect to such shares of Company Restricted Stock shall be withheld and retained by Parent and shall be subject to the same repurchase option, risk of forfeiture or other condition. Parent shall hold the cash portion of the Merger Consideration so withheld until such repurchase option, risk of forfeiture or other condition expires or is otherwise extinguished at which time such portion of the Merger Consideration will be distributed to such former holder of shares of Company Restricted Stock; provided, however, such cash shall be permanently retained by Parent upon forfeiture by the holder of such shares of Parent Stock pursuant to the terms that governed such Company Restricted Stock prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion Effective Time. Upon consummation of the SharesMerger, at a price per share equal Parent will automatically succeed to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of become entitled to exercise the Company's notice electing ’s rights and remedies under any such Contract without modification. The Company shall use reasonable efforts to repurchase such Sharesensure that, from and after the Effective Time, the fair market value of Final Surviving Entity is entitled to exercise any such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee repurchase option or his other right set forth in any such restricted stock purchase agreement or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyagreement.

Repurchase Rights. If the Optionee 9.1 Following a Holder’s Termination of Relationship for any reason whatsoever ----------------- reason: (including without limitation deatha) The Company shall have the right, disability, or voluntary or involuntary termination) ceases to be employed by but not the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optioneeobligation, to repurchase all or any portion of the Shares, at a price per share equal to Holder’s Initial Purchased Shares for the fair market value Fair Market Value of such Initial Purchased Shares as of the close date of business on such repurchase. (b) With respect to any shares of Common Stock acquired by a Holder pursuant to an Award (whether in connection with the grant or purchase of Restricted Stock or shares acquired upon the exercise of vested Options or the settlement of Restricted Stock Units) (“Award Shares”), the Company shall have the right, but not the obligation, to repurchase all or any portion of the Holder’s Award Shares for a repurchase price determined as follows: (i) If the Holder was deemed a Good Leaver, all of the Holder’s Award Shares can be repurchased for their Fair Market Value as of the date of termination repurchase; (ii) If the Holder was deemed a Medium Leaver, (A) 50% of the Optionee's employment. Such fair market value shall Holder’s Award Shares can be determined by mutual agreement repurchased for their Fair Market Value as of the date of repurchase, and (B) 50% of the Holder’s Award Shares can be repurchased for the lesser of (x) the price paid by the Holder for such Award Shares or (y) the Fair Market Value of such Award Shares as of the date of repurchase; and (iii) If the Holder was deemed a Bad Leaver, all of the Holder’s Award Shares can be repurchased for the lesser of (x) the price paid by the Holder for such Award Shares or (y) the Fair Market Value of such Award Shares as of the date of repurchase. 9.2 The Company and the Optionee. Failing or any of its subsidiaries may exercise its right to purchase such agreement between the Optionee and the Company within 30 days shares of Common Stock until (a) with respect to any shares of Common Stock that may be received by any Holder following such Holder’s Termination of Relationship upon exercise of any Options that are vested as of the date of the Company's notice electing to repurchase such SharesHolder’s Termination of Relationship, the fair market value seven (7) month anniversary of the date of exercise of such Options, (b) with respect to any shares of Common Stock otherwise issuable to any Holder pursuant to an Award, the later of (i) the seven (7) month anniversary of the date such shares first become vested pursuant to such Award or (ii) the 30th day following the date of the Holder’s Termination of Relationship or (c) with respect to any other shares of Common Stock, the 30th day following the date of the Holder’s Termination of Relationship (such date described in subsection (a), (b) or (c), as applicable, the “Repurchase Date”). On or before the Repurchase Date, the Company or its applicable subsidiary shall give written notice to Sponsor stating whether it will exercise such purchase rights. If such notice states that the Company and its subsidiaries will not exercise its purchase rights, Sponsor shall have the right to purchase the shares of Common Stock on the same terms and conditions as the Company and its subsidiaries until the later of (x) the 30th day following the receipt of such notice or (y) the Repurchase Date. Notwithstanding any provision of this Section 9 to the contrary, in no event shall the Company or Sponsor purchase any Award Shares prior to six (6) months and one (1) day following the later of (A) the date such shares were first acquired by the Holder (upon exercise of Options or otherwise) or (B) the date such shares became vested, as applicable. The Determination Date for purposes of determining the Fair Market Value shall be determined by three appraisersthe closing date of the purchase of the applicable shares, one as described in Section 9.3. For the avoidance of doubt, in the event that any shares of Common Stock are involuntarily transferred in accordance with Section 2 of this Agreement prior to the exercise of the repurchase right pursuant to this Section 9.2, such shares shall be subject to the repurchase provisions of Section 2 of this Agreement. 9.3 The closing of the purchase of the shares of Common Stock pursuant to this Section 9 shall take place on a date designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee one of its subsidiaries consistent with the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice terms of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share Section 9.1 or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company9.

Repurchase Rights. If (A) In the Optionee event of a termination of Executive’s employment for any reason whatsoever ----------------- reason, BG shall have the option to repurchase any unvested Restricted Units for a price per Restricted Unit equal to the lesser of their original purchase price or their fair market value as of the Date of Termination (including without limitation death, disability, or voluntary or involuntary terminationas defined below). (B) ceases to be employed In the event of a termination of Executive’s employment by the Company for Cause, (x) BG shall have the option to repurchase up to ten percent (10%) of any vested Restricted Units for a price per Restricted Unit equal to the lesser of their original purchase price or Banyan Worldwide, or providing services on behalf their fair market value as of the Company or Banyan WorldwideDate of Termination, prior to and (y) BG shall have the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, option to repurchase all or up to ninety percent (90%) of any portion of the Shares, vested Restricted Units at a price per share Restricted Unit equal to the their fair market value of such Shares as of the close Date of business on Termination (the date “Purchase Price”). The Purchase Price under clause (y) of this Section 4(d)(v)(B) may, at BG’s discretion, be paid (without interest) over a period not to exceed ten (10) years following such Date of Termination. Executive’s right to receive the Purchase Price shall be subject to his execution and non-revocation of the Release (as defined below). (C) In the event of a termination of Executive’s employment by the Optionee's employment. Such Company without Cause or by Executive for Good Reason, BG shall have the option to repurchase any vested Restricted Units at a Purchase Price equal to their fair market value shall as of such Date of Termination. The Purchase Price under this Section 4(d)(v)(C), with respect to up to fifty percent (50%) of such Restricted Units may, at BG’s discretion, be determined by mutual agreement paid over a period not to exceed three (3) years following such Date of Termination and the Purchase Price with respect to up to fifty percent (50%) of such Restricted Units may, at BG’s discretion, be paid on the earlier to occur of (x) an IPO of the Company (or any successor entity thereof), and (y) the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value sixth (6th) anniversary of such Shares shall be determined by three appraisers, one designated within five days after the termination Date of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the CompanyTermination. The Purchase Price under this Section 4(d)(v)(C) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing together with interest at a rate of not less than five percent (5%) per annum. Executive’s right to receive such appraiser or, in the case Purchase Price shall be subject to his execution and non-revocation of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyRelease.

Repurchase Rights. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed 9.1 Except as otherwise agreed by the Company in writing, including pursuant to an applicable award agreement or Banyan Worldwidean employment agreement, or providing services following a Subject Party’s Termination of Relationship for any reason, each Award held by such Subject Party that remains unvested pursuant to the terms of the award agreement on behalf the date of notice of such Termination of Relationship shall be automatically forfeited without the need for any further action by any Person, together with the right to receive any payments that would have been payable thereon. 9.2 Following a Subject Party’s Termination of Relationship for any reason, the Company or Banyan Worldwideits designee shall have the right (the “Repurchase Right”), prior but not the obligation, upon delivery of a written notice (a “Repurchase Notice”) to such Subject Party and any transferee of such Subject Party to whom such Subject Party has transferred Common Stock hereunder (collectively, the “Redeemed Holder”), within one (1) year after the later of (i) such Subject Party’s date of Termination of Relationship and (ii) the date specified in Section 8(dsuch Subject Party exercises any Award that is vested (but unexercised) below for on or becomes vested after such Subject Party’s date of Termination of Relationship (the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee“Repurchase Termination Date”), to repurchase all or any portion of the Redeemed Holder’s shares of Common Stock issued pursuant to an Award (“Award Shares”) that have not been forfeited pursuant to Section 9.1 as of such date of Termination of Relationship (the “Redeemed Securities”). 9.3 If the Company or its designee elects to exercise its Repurchase Right, at the repurchase price for Redeemed Securities shall be determined as set forth below: (a) If the Subject Party was deemed a price per share Good Leaver, all of the Redeemed Securities may be repurchased for an amount equal to the fair market value of such Shares as Fair Market Value of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be Common Stock determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days as of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee delivery of the CompanyRepurchase Notice; and (b) and If the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisersSubject Party was deemed a Bad Leaver, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser then (i) no consideration shall be paid by the party appointing Company or its designee to repurchase Redeemed Securities that are unvested Award Shares and (ii) all other Redeemed Securities can be repurchased for the lesser of (x) the price paid by the Subject Party for such appraiser orRedeemed Securities and (y) an amount equal to the Fair Market Value of the Common Stock as of the date of delivery of the Repurchase Notice. 9.4 The aggregate repurchase price for Redeemed Securities repurchased pursuant to this Section 9 shall be paid in cash in a single lump sum payment at the closing of such repurchase. 9.5 The closing of the purchase of the Redeemed Securities pursuant to this Section 9 shall take place on a date designated by the Company; provided, that the Company may, to the fullest extent permitted by law, defer the closing of the repurchase beyond such date. Notwithstanding anything herein to the contrary, including any deferral of the closing of any repurchase pursuant to this Section 9, the repurchase of the Redeemed Securities shall, to the fullest extent permitted by law, be deemed effective, and the Subject Party shall cease to have any rights with respect thereto (other than the right to receive the repurchase price determined pursuant to Section 9.3) immediately upon delivery of the Repurchase Notice. 9.6 In the event that Redeemed Securities are purchased pursuant to this Section 9, the Redeemed Holder, and such Person’s successors, assigns or representatives, will take all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner. 9.7 The Company or its designee purchasing the Redeemed Securities will pay for the Redeemed Securities purchased pursuant to this Section 9 by delivery of a check or wire transfer of funds, in exchange for the case delivery by the Redeemed Holder of the appraiser appointed certificates representing such Common Stock duly endorsed for transfer to the Company or its designee, as applicable, accompanied by duly executed stock powers or assignment forms, or in the event any such certificates are alleged to have been lost, stolen or destroyed, an affidavit of lost, stolen or destroyed certificates to be delivered to the Company in a form reasonably satisfactory to the Company (including, if so requested, a bond in customary amount), and evidence of good title to the Redeemed Securities so purchased and the absence of liens, encumbrances and adverse claims with respect thereto. The Company shall have the right to record such transfer on its books and records without the consent of the Redeemed Holder. Upon the exercise of the Redemption Right, the Redeemed Holder shall transfer such Redeemed Securities free and clear of all liens and other encumbrances by delivering such instruments of transfer to the Company or its designee, as requested by the appraisers chosen Company. 9.8 The Company or its designee purchasing the Redeemed Securities will be entitled to require the Redeemed Holder to provide representations and warranties regarding (w) its power, authority and legal capacity to enter into such repurchase, (x) valid right, title and interest in, and ownership of, the Redeemed Securities, (y) the absence of any liens on the Redeemed Securities, and (z) the absence of any violation, in any material respect, or default under, or acceleration of any material agreement or instrument pursuant to which the Redeemed Holder or the assets of the Redeemed Holder are bound as a result of such repurchase. Should the Company or any of its designees elect to exercise any Repurchase Rights pursuant to this Section 9 regardless of whether the Redeemed Holder delivers any Redeemed Securities in accordance with the terms hereof, the Company may, at its option, upon delivery of the Repurchase Notice, in addition to all other remedies it may have, (1) cancel on its books such Redeemed Securities registered in the name of the Redeemed Holder and (2) issue to the purchaser, in lieu thereof, the same class of securities of the Company registered in the purchaser’s name (or if the Company is the purchaser, cancel such Common Stock), and all of the Redeemed Holder’s right, title and interest in and to the Redeemed Securities shall terminate in all respects. 9.9 Notwithstanding anything to the contrary contained in this Agreement, all purchases of Redeemed Securities by the Company shall be subject to applicable restrictions contained in federal law and the OptioneeDelaware General Corporation Law and in the Company’s and its respective Subsidiaries’ debt and equity financing agreements. Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or otherwise delay the purchase by the Company of Redeemed Securities hereunder which the Company is otherwise entitled or required to make, then the Company shall make such purchases within thirty (30) days of the date that it is permitted to do so under such restrictions. 9.10 Upon receipt of a Redemption Notice, the Redeemed Holder shall be paid obligated to promptly take all action or actions requested by the Company. Said appraisers shall proceed promptly Company that are necessary or appropriate to determine complete the fair market value of said Share or Shares actions required by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companythis Section 9.

Repurchase Rights. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed 9.1 Except as otherwise agreed by the Company in writing, including pursuant to an applicable award agreement or Banyan Worldwidean employment agreement, or providing services following a Subject Party’s Termination of Relationship for any reason, each Award held by such Subject Party that remains unvested pursuant to the terms of the award agreement on behalf the date of notice of such Termination of Relationship shall be automatically forfeited without the need for any further action by any Person, together with the right to receive any payments that would have been payable thereon. 9.2 Following a Subject Party’s Termination of Relationship for any reason, the Company or Banyan Worldwideits designee (including TopCo Parent) shall have the right (the “Repurchase Right”), prior but not the obligation, upon delivery of a written notice (a “Repurchase Notice”) to such Subject Party and any transferee of such Subject Party to whom such Subject Party has transferred Common Stock hereunder (collectively, the “Redeemed Holder”), within one (1) year after the later of (i) such Subject Party’s date of Termination of Relationship and (ii) the date specified in Section 8(dsuch Subject Party exercises any Award that is vested (but unexercised) below for on or becomes vested after such Subject Party’s date of Termination of Relationship (the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee“Repurchase Termination Date”), to repurchase all or any portion of the Redeemed Holder’s shares of Common Stock issued pursuant to an Award (“Award Shares”) that have not been forfeited pursuant to Section 9.1 as of such date of Termination of Relationship (the “Redeemed Securities”). 9.3 Except as otherwise agreed to by TopCo Parent in writing, at if the Company or its designee elects to exercise its Repurchase Right, the repurchase price for Redeemed Securities shall be determined as set forth below: (a) If the Subject Party was deemed a price per share Good Leaver, all of the Redeemed Securities may be repurchased for an amount equal to the fair market value of such Shares as Fair Market Value of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be Common Stock determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days as of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee delivery of the CompanyRepurchase Notice; and (b) and If the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisersSubject Party was deemed a Bad Leaver, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser then (i) no consideration shall be paid by the party appointing Company or its designee to repurchase Redeemed Securities that are unvested Award Shares and (ii) all other Redeemed Securities can be repurchased for the lesser of (x) the price paid by the Subject Party for such appraiser orRedeemed Securities and (y) an amount equal to the Fair Market Value of the Common Stock as of the date of delivery of the Repurchase Notice. 9.4 The aggregate repurchase price for Redeemed Securities repurchased pursuant to this Section 9 shall be paid in cash in a single lump sum payment at the closing of such repurchase. 9.5 At least two (2) Business Days before the Repurchase Termination Date, the Company or its applicable Subsidiary shall give written notice to TopCo Parent stating whether it will exercise the Repurchase Right. If such notice states that the Company and its Subsidiaries will not exercise the Repurchase Right, TopCo Parent or any of its Affiliates shall have the right to purchase the Redeemed Securities on the same terms and conditions as the Company and its Subsidiaries until the later of (i) the 30th day following the receipt of such notice or (ii) the Repurchase Termination Date. For the avoidance of doubt, in the case event that any Redeemed Securities are involuntarily transferred in accordance with Section 2 of this Agreement prior to the exercise of the appraiser appointed by Repurchase Right pursuant to this Section 9.5, such Redeemed Securities shall be subject to the appraisers chosen repurchase provisions of Section 2 of this Agreement. 9.6 The closing of the purchase of the Redeemed Securities pursuant to this Section 9 shall take place on a date designated by the Company or TopCo Parent, as applicable; provided, that the Company or TopCo Parent may, to the fullest extent permitted by law, defer the closing of the repurchase beyond such date. Notwithstanding anything herein to the contrary, including any deferral of the closing of any repurchase pursuant to this Section 9, the repurchase of the Redeemed Securities shall, to the fullest extent permitted by law, be deemed effective, and the OptioneeSubject Party shall cease to have any rights with respect thereto (other than the right to receive the repurchase price determined pursuant to Section 9.3) immediately upon delivery of the Repurchase Notice. 9.7 In the event that Redeemed Securities are purchased pursuant to this Section 9, the Redeemed Holder, and such Person’s successors, assigns or representatives, will take all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner. 9.8 The Company or its designee purchasing the Redeemed Securities will pay for the Redeemed Securities purchased pursuant to this Section 9 by delivery of a check or wire transfer of funds, in exchange for the delivery by the Redeemed Holder of the certificates representing such Common Stock duly endorsed for transfer to the Company or its designee, as applicable, accompanied by duly executed stock powers or assignment forms, or in the event any such certificates are alleged to have been lost, stolen or destroyed, an affidavit of lost, stolen or destroyed certificates to be delivered to the Company in a form reasonably satisfactory to the Company (including, if so requested, a bond in customary amount), and evidence of good title to the Redeemed Securities so purchased and the absence of liens, encumbrances and adverse claims with respect thereto. The Company shall be paid have the right to record such transfer on its books and records without the consent of the Redeemed Holder. Upon the exercise of the Redemption Right, the Redeemed Holder shall transfer such Redeemed Securities free and clear of all liens and other encumbrances by delivering such instruments of transfer to the Company or its designee, as requested by the Company. Said appraisers shall proceed promptly . 9.9 The Company or its designee purchasing the Redeemed Securities will be entitled to determine require the fair market value of said Share or Shares by agreement Redeemed Holder to provide representations and warranties regarding (w) its power, authority and legal capacity to enter into such repurchase, (x) valid right, title and interest in, and ownership of, the Redeemed Securities, (y) the absence of any two liens on the Redeemed Securities, and (z) the absence of any violation, in any material respect, or default under, or acceleration of any material agreement or instrument pursuant to which the Redeemed Holder or the assets of the appraisersRedeemed Holder are bound as a result of such repurchase. Should the Company or any of its designees elect to exercise any Repurchase Rights pursuant to this Section 9 regardless of whether the Redeemed Holder delivers any Redeemed Securities in accordance with the terms hereof, which the Company may, at its option, upon delivery of the Repurchase Notice, in addition to all other remedies it may have, (1) cancel on its books such Redeemed Securities registered in the name of the Redeemed Holder and (2) issue to the purchaser, in lieu thereof, the same class of securities of the Company registered in the purchaser’s name (or if the Company is the purchaser, cancel such Common Stock), and all of the Redeemed Holder’s right, title and interest in and to the Redeemed Securities shall terminate in all respects. 9.10 Notwithstanding anything to the contrary contained in this Agreement, all purchases of Redeemed Securities by the Company shall be conclusive upon all parties subject to applicable restrictions contained in interest federal law and the Delaware General Corporation Law and in the Company’s and its respective Subsidiaries’ debt and equity financing agreements. Notwithstanding anything to the contrary contained in this Agreement, if any such Shares. Promptly following restrictions prohibit or otherwise delay the purchase by the Company of Redeemed Securities hereunder which the Company is otherwise entitled or required to make, then the Company shall make such determinationpurchases within thirty (30) days of the date that it is permitted to do so under such restrictions. 9.11 Upon receipt of a Redemption Notice, the appraisers Redeemed Holder shall mail be obligated to promptly take all action or deliver such notice of such determination actions requested by the Company or TopCo Parent, as applicable, that are necessary or appropriate to complete the Optionee and the Companyactions required by this Section 9.

Repurchase Rights. (a) If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by an Employee for any reason, the Company or Banyan Worldwide, or providing services on behalf of its designee (the Company or Banyan Worldwide, "Purchaser") shall have the right (1) prior to the effective date specified of a Public Offering of securities of the same class as the Option Shares, or (2) until ninety days after the close of the Applicable Period if Optionee has entered into any activity described in Section 8(d) below for the expiration of these restrictions, then 10 or 11 during the 90-day Applicable Period or Section 12 during the applicable restrictive period following such termination to repurchase from the Company may electOptionee all Option Shares. For this purpose, a notice of exercise given by the Purchaser to the Optionee pursuant to this Section 7 shall be effective to perfect the Purchaser's right of repurchase, subject to the remaining provisions of this Section 7. (1) The Purchaser, upon exercising this right of repurchase, shall give written notice delivered to the OptioneeOptionee of the number of Option Shares to be repurchased, of the repurchase price, which shall be determined pursuant to Section 7(c) hereof, and of the time and date of the closing of the repurchase of the Option Shares, which shall be no later than sixty (60) days from the date of the notice and shall be held at the principal office of the Purchaser. At closing, the Purchaser shall deliver the repurchase price and the Optionee shall deliver the Option Shares to be repurchased duly endorsed for transfer and with all required revenue stamps attached, and the title to the Option Shares shall be transferred to the Purchaser free and clear of all liens, claims, and encumbrances, however described, except for restrictions imposed by applicable securities laws. (2) The price for Option Shares repurchased by the Purchaser shall be payable at the election of the Purchaser as follows: (A) All in cash at the closing, or (B) If the purchase price equals or exceeds $10,000, the Purchaser may pay the purchase price in substantially equal installments over a period designated by the Purchaser, which shall not be greater than five years from the date of purchase. Interest on the unpaid balance shall be at the applicable federal rate (as defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended), in effect on the first business day preceding the date of repurchase. If the Purchaser elects to pay the purchase price in installments, the Purchaser shall have the right to prepay all or any portion of the Shares, purchase price at a any time during the installment period. (c) The repurchase price per share for each Option Share shall be an amount equal to (1) for repurchases pursuant to Section 7(a)(1), the fair market value of such Shares Fair Market Value as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing repurchase or (2) for repurchases pursuant to repurchase such SharesSection 7(a)(2), the fair market value lower of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period Exercise Price paid by the Optionee or his or her legal representatives (which appraiser shall not be the Fair Market Value as of the date of repurchase. Notwithstanding the foregoing, if the Purchaser exercises repurchase rights under Section 7(a)(2), and prior to ninety days after the close of the Applicable Period, the Company becomes aware, and notifies the Optionee, that the Optionee has entered into any activity described in Section 10 or his 11 during the Applicable Period or her legal representative)Section 12 during the applicable restricted period, one within said period of five days by the Company (which appraiser Optionee shall not be an officer, director or employee liable to the Purchaser for the excess of the Company) and amount he received upon repurchase over the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be aggregate Exercise Price paid by the party appointing Optionee for such appraiser orOption Shares. If, in as of such date, the case of Optionee is receiving installment payments pursuant to section 7(b)(2)(B), the appraiser appointed by the appraisers chosen by the Company and the Optionee, subsequent installments shall be paid by reduced or cancelled to reflect the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companypurchase price adjustment provided for herein.

Repurchase Rights. If (a) At any time after the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, Warrant becomes exercisable and prior to the date specified in Section 8(d) below for the expiration of these restrictionsthe Warrant, then during in accordance with the 90-day period following such termination terms thereof: (i) First Michigan may, and upon the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion request of the SharesHolder, First Michigan shall, repurchase the Warrant from the Holder at a price per share (the "Warrant Repurchase Price") equal to the fair market difference between the "Market/Offer Price" (as defined in paragraph (b) below) and the Exercise Price, multiplied by the number of shares for which the Warrant may then be exercised, in the aggregate, but only if the Market/Offer Price is greater than the Exercise Price; and (ii) First Michigan may, and upon the written request of the owner (the "Owner") of any shares of First Michigan Common purchased pursuant to an exercise of the Warrant ("Warrant Stock"), First Michigan shall, repurchase all of the shares of Warrant Stock held by such Owner at a price (the "Warrant Stock Repurchase Price") equal to the number of shares to be repurchased hereunder multiplied by the greater of the Exercise Price and the Market/Offer Price. (b) For purposes of paragraph (a) of this Section 7, the "Market/Offer Price" shall mean the highest of (i) the price per share at which a tender offer or exchange offer for shares of First Michigan Common has been made, (ii) the price per share of First Michigan Common to be paid by any third party pursuant to an agreement with First Michigan, and (iii) the highest closing price for shares of First Michigan Common within the 4-month period immediately preceding the date the Holder gives notice of the required repurchase of the Warrant or the Owner gives notice of the required repurchase of Warrant Stock, as appropriate. In the event that an exchange offer is made or an agreement is entered into for a merger or consolidation involving consideration other than cash, the value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value securities or other property issuable or deliverable in exchange for First Michigan Common shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as nationally recognized investment banking firm mutually acceptable to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyhereto.

Repurchase Rights. If In addition to, and not in lieu of, the Optionee for restrictions set forth in Sections 9 and 10 of the Plan, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon such Material Breach Event, (ii) at any reason whatsoever ----------------- time thereafter upon delivery of written notice by the Company, the Holder shall be obligated to deliver promptly (including without limitation deathand, disabilityin any event, or voluntary or involuntary terminationno later than five (5) ceases business days after delivery of such notice) to be employed the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or Banyan Worldwide, his or providing services on behalf of its transferee) from the Company or Banyan Worldwide, any other Person or Group in connection with the transfer by the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior to the date specified in Section 8(dof such Material Breach Event over (y) below the original purchase price, if any, paid by the Holder for the expiration such shares of these restrictionsStock, then during the 90-day period following such termination and (iii) the Company may electshall have the right, by written notice delivered to the Optioneeat any time thereafter, to repurchase all or any portion the shares of Stock acquired upon the Shares, exercise of Options hereunder at a price per share equal to the fair market value lesser of such Shares (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the close Plan from time to time) and (y) the Fair Market Value of business the Stock on the date of termination that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Optionee's employment. Such fair market value shall be determined by mutual agreement Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Company and Code, the Optionee. Failing such agreement between repurchase price per share shall instead be the Optionee and Fair Market Value of the Stock on the date that the Company within 30 days exercises its repurchase right pursuant to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the date previous sentence to the Sponsors in accordance with Section 9(e) of the Company's notice electing to repurchase such SharesPlan. For purposes of this Grant Notice, the fair market value of such Shares term “Material Breach Event” shall be determined by three appraisers, one designated within five days after mean the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee Holders breach of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, Non-Interference Agreement (as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companydefined below).

Repurchase Rights. If (i) Upon the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed termination of employment of the Grantee by the Company or Banyan Worldwideany of its Subsidiaries for any reason (the reason for the termination of such employment, or providing services on behalf the “Termination Event” and the date of such termination, the “Termination Date”), subject to the provisions of this Section 6 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company or Banyan Worldwideshall have the right (but not the obligation) to purchase, prior and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the date specified in Company, all or any portion (as determined by the Company) of the Settlement Shares (if any) owned by the Grantee or his Permitted Transferees at a price per Settlement Share equal to an amount (the “Termination Price”) (as determined pursuant to Section 8(d6(b) below for below); provided, that the expiration parties acknowledge that any unvested SARs held by the Grantee as of these restrictionsthe Termination Date shall be cancelled pursuant to this Agreement. (ii) With respect to the Settlement Shares, then during the 90-day period following such termination the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Settlement Shares (the date on which the Grantee is so notified, the “Call Notice Date”). The Company may elect, by written notice delivered assign its right to the Optionee, to repurchase purchase all or any portion of the Shares, at a price per share equal Settlement Shares under this Section 6 to the fair market value of such Shares as DCP Investor and the DCP Investor may exercise the rights of the close Company under this Section 6 in the same manner in which the Company could exercise such rights. (iii) The closing of business the purchase by the Company or the DCP Investor of Settlement Shares pursuant to this Section 6 shall take place at the principal office of the Company, on the date of termination of the Optionee's employment. Such fair market value shall be determined chosen by mutual agreement of either the Company and or the OptioneeDCP Investor, as applicable, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. Failing At such agreement between the Optionee and closing, (i) the Company within 30 days or the DCP Investor, as applicable, shall pay the Grantee and/or such Grantee’s Permitted Transferees, as applicable, against delivery of the date of the Company's notice electing to repurchase duly endorsed certificates described below representing such Settlement Shares, the fair market value aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Grantee and/or such Grantee’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Settlement Shares shall to be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days purchased by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable timeDCP Investor, as nearly as may be in applicable, duly endorsed, or with share (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the manner provided as Settlement Shares by any Person selling such Settlement Shares pursuant to the related original appointment. No appointment this Section 6(a)(iii) shall be deemed a representation and warranty by such Person that: (w) such Person has full right, title and interest in and to such Settlement Shares; (x) such Person has all necessary power and authority and has taken all necessary action to sell such Settlement Shares as having been accomplished unless contemplated; (y) such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment Settlement Shares are free and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement clear of any two of the appraisers, which shall be conclusive upon and all parties in interest in liens or encumbrances and (z) there is no adverse claim with respect to such Settlement Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If 9.11.1. Each Series shall have the Optionee for any reason whatsoever ----------------- right (including without limitation deathbut not the obligation, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior to the date specified except as provided in Section 8(d9.11.5) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, exercise its right to repurchase purchase all or any a portion of the Shares, at a price per share equal to the fair market value Class A Units of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives Series (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, but in the case of the appraiser appointed Company Match Class A Units, only the vested portion as the unvested portion shall be automatically forfeited in accordance with Section 9.10) held by a Management Holder within thirty (30) days after such Management Holder’s termination of Employment (for any reason) with the appraisers chosen Company or its Subsidiaries (the “Repurchase Rights”). 9.11.2. If such Series does not exercise its Repurchase Rights, the Fortress Holders shall have the right (but not the obligation) to exercise the Repurchase Rights on the same terms and conditions as applicable to such Series in this Section 9.11 and all references to such Series in this Section 9.11 shall be read to include the Fortress Holders to the extent the Fortress Holders exercise Repurchase Rights. 9.11.3. If such Series exercises its Repurchase Rights in respect of a Management Holder whose Employment with the Company or its Subsidiaries is involuntarily terminated by the Company and or its Subsidiary without Cause, who terminates his or her Employment for Good Reason, or whose Employment terminates due to death or Disability, such Management Holder shall receive an amount equal to the Optionee, shall be greater of (i) the sum of (a) the amount paid by the Company. Said appraisers shall proceed promptly to determine Management Holder for the fair market value of said Share or Shares Class A Units purchased by agreement of any two such Management Holder (the “Purchased Units”) and (b) in respect of the appraisersvested portion of the Company Match Class A Units, an amount equal to the number of such vested Company Match Class A Units multiplied by the per Unit dollar amount paid by such Management Holder for the Purchased Units and (ii) the current Fair Market Value of the Class A Units purchased and the vested portion of the Company Match Class A Units. 9.11.4. If such Series exercises its Repurchase Rights in respect of a Management Holder whose Employment with the Company or its Subsidiaries is terminated for any reason other than by the Company or its Subsidiaries without Cause, by the Management Holder for Good Reason or due to death or Disability, such Management Holder will receive an amount equal to the lesser of (i) the sum of (a) the amount paid by the Management Holder for the Class A Units purchased and (b) in respect of the vested portion of the Company Match Class A Units, an amount equal to the number of such vested Company Match Class A Units multiplied by the per Unit dollar amount paid by such Management Holder for the Purchased Units and (ii) the current Fair Market Value of the Class A Units purchased and the vested portion of the Company Match Class A Units. Such Management Holder will forfeit the unvested portion of such Management Holder’s Company Match Class A Units as of the date of termination and shall not be entitled to receive any benefit attributable to the unvested portion of the Company Match Class A Units on or after the date of such termination. 9.11.5. A Management Holder may elect to require a Series to exercise its Repurchase Rights with respect to the Class A Units of such Series purchased by the Management Holder plus the vested portion of the Company Match Class A Units of such Series if the Management Holder’s Employment with the Company or its Subsidiaries is terminated (i) by reason of death or Disability, (ii) by the Company without Cause, or (iii) by the Management Holder for Good Reason, for a period of thirty (30) days after such termination, in which case such Management Holder shall receive the current Fair Market Value of such Class A Units and vested Company Match Class A Units. 9.11.6. In connection with any exercise of Repurchase Rights pursuant to this Section 9.11, the Management Holders agree to execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, all instruments and documents that may be reasonably requested by such Series in connection therewith. 9.11.7. Notwithstanding anything herein to the contrary, except for the required exercise of Repurchase Rights pursuant to Section 9.11.5, each Series shall have the right to not exercise its Repurchase Rights if a Management Holder (an “Objecting Management Holder”) provides such Series with a written objection of such Series’ determination of the Fair Market Value of such Units to be repurchased (a “Fair Market Value Objection”) within 10 days after such Series’ determination of such Fair Market Value and, after complying with the provisions of Section 9.11.8, the Arbitrator determines that the Valuation Expert’s determination of Fair Market Value shall be conclusive upon all parties in interest in used instead of such SharesSeries’ determination of Fair Market Value. 9.11.8. Promptly (a) For a period of 30 days following such determinationSeries’ receipt of a Fair Market Value Objection, such Series and Objecting Management Holder shall endeavor in good faith to agree upon the appraisers shall mail or deliver such notice Fair Market Value of such determination to Class A Units and shall execute a written instrument specifying the Optionee and the CompanyFair Market Value thereof.

Repurchase Rights. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary terminationi) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior Subject to the date specified in Section 8(d) below for conditions set forth herein, the expiration of these restrictions, then during the 90-day period following such termination the Company may electCompany, by written notice delivered to the Optioneeaction of its Board of Directors, to repurchase may redeem all or any portion of the SharesUnvested Preferred Stock held by Consultant, commencing immediately following the cessation of services of Consultant with the Company, for any reason whatsoever (the "Optional Redemption"). Consultant shall not have any right to demand or compel the redemption of any outstanding shares of Preferred Stock. (ii) In the event the Board of Directors elects to redeem the Unvested Preferred Stock held by Consultant upon the cessation of Consultant’s services with the Company, on and after the date specified in the notice provided for in Section 2.3(d) below, Consultant, upon presentation and surrender at a the place designated in such notice of the certificate or certificates evidencing said Unvested Preferred Stock held by him, her or it, properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive therefor the redemption price per thereof. (iii) If redeemed pursuant to this Section 2.3, the redemption price for each share of Unvested Series A Preferred Stock (the "Redemption Price") shall be an amount in cash equal to the fair market value Stated Value per share of Unvested Series A Preferred Stock. (iv) In the case of any Optional Redemption pursuant to this Section 2.3(d), at least ten (10) days and not more than forty (40) days prior to the date fixed for any such Shares as redemption of the close of business Unvested Series A Preferred Stock (hereinafter referred to as the "Redemption Date"), written notice (hereinafter referred to as the "Redemption Notice") shall be mailed, first class postage prepaid, to Consultant at his email or post office address last shown on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date records of the Company. The Redemption Notice shall state: (A) That all of Consultant's notice electing to repurchase such Shares, the fair market value outstanding shares of such Shares shall be determined Unvested Preferred Stock are being called for redemption; (B) The number of shares of Unvested Preferred Stock held by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by Consultant that the Company intends to redeem; (which appraiser shall not be an officer, director or employee of C) The Redemption Date and the Redemption Price; and (D) That Consultant is to surrender to the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as and at the place designated, his certificate or certificates representing the shares of Unvested Preferred Stock to be redeemed. (v) Consultant shall surrender the certificate or certificates representing such shares to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser orCompany, in the case of manner and at the appraiser appointed by place designated in the appraisers chosen by Redemption Notice, and thereupon the Company and the Optionee, Redemption Price for such shares shall be paid by the Company. Said appraisers shall proceed promptly payable to determine the fair market value of said Share or Shares by agreement of any two of the appraisersConsultant, which and each surrendered certificate shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee cancelled and the Companyretired.

Repurchase Rights. If (i) Upon the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed termination of employment of the Grantee by the Company or Banyan Worldwideany of its Subsidiaries for any reason (the reason for the termination of such employment, or providing services on behalf the “Termination Event” and the date of such termination, the “Termination Date”), subject to the provisions of this Section 7 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company or Banyan Worldwideshall have the right (but not the obligation) to purchase, prior and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the date specified in Company, all or any portion (as determined by the Company) of the Purchased Shares (if any) owned by the Grantee or her Permitted Transferees at a price per Settlement Share equal to an amount (the “Termination Price”) (as determined pursuant to Section 8(d7(b) below for below); provided, that the expiration parties acknowledge that any unvested Options held by the Grantee as of these restrictionsthe Termination Date shall be cancelled pursuant to this Agreement. (ii) With respect to the Purchased Shares, then during the 90-day period following such termination the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Purchased Shares (the date on which the Grantee is so notified, the “Call Notice Date”). The Company may elect, by written notice delivered assign its right to the Optionee, to repurchase purchase all or any portion of the Shares, at a price per share equal Purchased Shares under this Section 7 to the fair market value of such Shares as DCP Investor and the DCP Investor may exercise the rights of the close Company under this Section 7 in the same manner in which the Company could exercise such rights. (iii) The closing of business the purchase by the Company or the DCP Investor of Purchased Shares pursuant to this Section 7 shall take place at the principal office of the Company, on the date of termination of the Optionee's employment. Such fair market value shall be determined chosen by mutual agreement of either the Company and or the OptioneeDCP Investor, as applicable, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. Failing At such agreement between the Optionee and closing, (i) the Company within 30 days or the DCP Investor, as applicable, shall pay the Grantee and/or such Grantee’s Permitted Transferees, as applicable, against delivery of the date of the Company's notice electing to repurchase duly endorsed certificates described below representing such Purchased Shares, the fair market value aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Grantee and/or such Grantee’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Purchased Shares shall to be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days purchased by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable timeDCP Investor, as nearly as may be in applicable, duly endorsed, or with share (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the manner provided as Purchased Shares by any Person selling such Purchased Shares pursuant to the related original appointment. No appointment this Section 7(a)(iii) shall be deemed a representation and warranty by such Person that: (w) such Person has full right, title and interest in and to such Purchased Shares; (x) such Person has all necessary power and authority and has taken all necessary action to sell such Purchased Shares as having been accomplished unless contemplated; (y) such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment Purchased Shares are free and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement clear of any two of the appraisers, which shall be conclusive upon and all parties in interest in liens or encumbrances; and (z) there is no adverse claim with respect to such Purchased Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If you exercise the Optionee for any reason whatsoever ----------------- Option within six (including without limitation death, disability, or voluntary or involuntary termination6) ceases months prior to be employed by your employment with the Company or Banyan Worldwidean Affiliate is terminated for Cause, or providing services if you breach any of the covenants contained in Section 10 below, the Company shall have the right and option to repurchase from you, that number of Shares which is equal to the number you purchased upon such exercise(s) within such time periods, and you agree to sell such Shares to the Company. The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on behalf the records of the Company or Banyan Worldwide, (i) within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, or (ii) within thirty (30) days after any exercise of the date specified in Section 8(d) below Option for the expiration repurchase of these restrictionsShares purchased after your termination of employment. Within thirty (30) days after the mailing of such notice, then during the 90-day period following such termination you shall deliver to the Company may electthe number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, by written notice delivered as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the Optionee, to repurchase all or any portion purchase price paid by you for the Shares. If you have disposed of the Shares, at a price per share equal then in lieu of delivering an equivalent number of Shares to the fair market value Company, you must pay to the Company the amount of such Shares as gain realized by you from the disposition of the close Shares exclusive of business on any taxes due and payable or commissions or fees arising from such disposition. If the date Company exercises its repurchase option prior to the actual issuance and delivery to you of termination any Shares pursuant to the exercise of the Optionee's employmentOption, no Shares need be issued or delivered. Such fair market value In lieu thereof, the Company shall be determined by mutual agreement return to you the purchase price you tendered upon the exercise of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as Option to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid extent that it was actually received from you by the Company. Said appraisers shall proceed promptly to determine Following the fair market value occurrence of said Share or Shares by agreement a Change of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determinationControl, the appraisers Company shall mail or deliver such notice of such determination have no right to exercise the Optionee and the Companyrepurchase rights set forth in this Section 9.

Repurchase Rights. If A Holder of Notes shall have the Optionee right to require the Operating Partnership to repurchase such Holder’s Notes, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof), on each of October 20, 2011, October 15, 2016 and October 15, 2021 (each, an “Optional Repurchase Date”) for any reason whatsoever ----------------- cash equal to 100% of the principal amount of the Notes to be repurchased plus unpaid interest (including without limitation deathAdditional Interest, disabilityif any,) accrued thereon to the Optional Repurchase Date (such amount, the “Optional Repurchase Price”), subject to satisfaction by or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Holder of the requirements set forth below. On or before the 30th day prior to each Optional Repurchase Date, the Operating Partnership shall provide a written notice by first-class mail to the Trustee, any Paying Agent and all Holders (and to beneficial owners as required by applicable law). The notice shall include a form of Optional Repurchase Notice to be completed by the Holder and shall state: (a) the date by which the Optional Repurchase Notice must be delivered to the Paying Agent; (b) the Optional Repurchase Date; (c) the Optional Repurchase Price; (d) the name and address of the Trustee, the Paying Agent and the Exchange Agent; (e) that Notes must be surrendered to the Paying Agent to collect payment of the Optional Repurchase Price; (f) that the Optional Repurchase Price for any Note as to which an Optional Repurchase Notice has been duly given shall be paid within two Business Days after the later of the Optional Repurchase Date or the time at which such Notes are surrendered for repurchase; (g) that, unless the Operating Partnership defaults in making payment of the Optional Repurchase Price, interest on Notes surrendered for repurchase shall cease to accrue on and after the Optional Repurchase Date; (h) that Notes in respect of which an Optional Repurchase Notice is provided by a Holder shall not be exchangeable in accordance with their terms and pursuant to Section 2.11 hereof even if otherwise exchangeable unless such Holder validly withdraws such Optional Repurchase Notice in accordance with the provisions of this Section 2.08; and (i) the CUSIP number of the Notes. The Operating Partnership shall also disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information specified in such notice or publish such information in a newspaper of general circulation in The City of New York, or through such other public medium as the Operating Partnership shall deem appropriate at such time. In addition, the Company or Banyan Worldwide, shall post any such press release on its website. A Holder may exercise its rights specified in this Section 2.08 by delivery of a written notice of repurchase (an “Optional Repurchase Notice”) to the Paying Agent during the period beginning at any time from the opening of business on the date that is 30 days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of applicable Optional Repurchase Date until the close of business on the date of termination second Business Day prior to such Optional Repurchase Date, stating: (a) if such Notes are in certificated form, the certificate number(s) of the Optionee's employment. Such fair market value Notes which the Holder shall deliver to be repurchased; (b) the portion of the principal amount of the Notes to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Notes is in an authorized denomination; and (c) that such Notes shall be determined by mutual agreement of repurchased pursuant to the Company applicable provisions hereof and the OptioneeNotes. Failing such agreement between The Paying Agent shall promptly notify the Optionee Operating Partnership and the Company within 30 days in writing of the date receipt by it of any Optional Repurchase Notice. Book-entry transfer of Notes in book-entry form in compliance with appropriate procedures of the Company's notice Depositary or delivery of Notes in certificated form, together with all necessary endorsements, to the Paying Agent on or after the Optional Repurchase Date at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Optional Repurchase Price therefor. Holders electing to require the Operating Partnership to repurchase Notes must effect such Sharestransfer or delivery to the Paying Agent prior to the Optional Repurchase Date to receive payment of the Optional Repurchase Price on or within two Business Days after the Optional Repurchase Date. The Operating Partnership shall pay the Optional Repurchase Price within two Business Days after the later of the Optional Repurchase Date or the time of such transfer or delivery of the Notes. An Optional Repurchase Notice may be withdrawn in whole or in part by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the second Business Day prior to the Optional Repurchase Date specifying: (a) the Holder’s name; (b) the principal amount of Notes in respect of which the Optional Repurchase Notice is being withdrawn, which must be an integral multiple of $1,000; (c) if the Notes subject to the notice of withdrawal are in certificated form, the fair market value certificate number(s) of all Notes subject to the notice of withdrawal; and (d) the principal amount of Notes, if any, that remains subject to the Optional Repurchase Notice, which must be an integral multiple of $1,000. If Notes subject to the notice of withdrawal are in book-entry form, the above notices must also comply with the applicable procedures of the Depositary. On or before 10:00 a.m. (New York City time) on the Optional Repurchase Date, the Operating Partnership shall deposit with the Paying Agent (or if the Operating Partnership or an Affiliate of the Operating Partnership is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Optional Repurchase Price of the Notes to be purchased pursuant to this Section 2.08. If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Optional Repurchase Price of such Shares Notes on the Optional Repurchase Date, then on and after such date, such Notes shall cease to be Outstanding and interest on such Notes shall cease to accrue, and all rights of the Holder of such Notes shall terminate (other than the right to receive the Optional Repurchase Price after delivery or transfer of the Notes). Such shall be determined the case whether or not book-entry transfer of the Notes in book-entry form is made and whether or not Notes in certificated form, together with the necessary endorsements, are delivered to the Paying Agent. Notwithstanding the foregoing, no Notes may be purchased by three appraisersthe Operating Partnership in accordance with the provisions of this Section 2.08 if there has occurred and is continuing an Event of Default with respect to the Notes (other than a default in the payment of the Optional Repurchase Price). To the extent legally required in connection with a repurchase of Notes, one designated within five days the Operating Partnership shall comply with the provisions of Rule 13e-4 and other tender offer rules under the Exchange Act then applicable, if any, and shall file a Schedule TO or any other schedule required under the Exchange Act. The Operating Partnership may arrange for a third party to purchase Notes for which the Operating Partnership has received a valid Optional Repurchase Notice that has not been properly withdrawn, in the manner and otherwise in compliance with the requirements set forth herein and in the Notes. If a third party purchases any Notes under such circumstances, then interest shall continue to accrue on the Notes and such Notes shall continue to be Outstanding after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee Optional Repurchase Date for all purposes of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisersIndenture and, if any shall be requiredsubject to compliance with applicable law, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the fungible with all other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyNotes then Outstanding.

Repurchase Rights. If (a) Subject to Section 3.06(g), following a Termination Event, ABP shall have the Optionee for right (a “Repurchase Right”), exercised by notice (the “Repurchase Notice”) given to the DHC Parties any reason whatsoever ----------------- (including without limitation deathtime prior to the one year anniversary of such Termination Event, disabilityto purchase all, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwidebut not less than all, or providing services on behalf of the Company or Banyan Worldwide, prior to Shares then owned by the date specified in Section 8(dDHC Parties (the “Repurchase Shares”). The Repurchase Notice shall include a valuation (without any reduction for minority interests) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Repurchase Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such SharesTermination Event from a Third Party Valuation Firm (the “Repurchase Price”), together with reasonable supporting information. (b) Upon receipt of the Repurchase Notice, the fair market value DHC Parties shall have ten (10) Business Days (the “Repurchase Exercise Period”), to elect, by delivering notice to ABP, that the DHC Parties will (i) sell the Repurchase Shares at the Repurchase Price (the “Repurchase Acceptance Notice”) or (ii) provide ABP with a valuation of such the Repurchase Shares shall be determined by three appraisers(without any reduction for minority interests) as of the date of the Termination Event from an alternate Third Party Valuation Firm (a “Repurchase Alternative Value”), one designated together with reasonable supporting information, within five thirty (30) days after the termination end of said 30-day period the Repurchase Exercise Period (such notice, a “Repurchase Alternative Value Notice”). (c) If the DHC Parties provide a Repurchase Acceptance Notice during the Repurchase Exercise Period, the DHC Parties shall sell, and ABP shall purchase, all, but not less than all, of the Repurchase Shares at the Repurchase Price. If the DHC Parties fail to provide a Repurchase Acceptance Notice or a Repurchase Alternative Value Notice during the Repurchase Exercise Period, or if they deliver a Repurchase Alternative Value Notice but do not thereafter provide the Repurchase Alternative Value when and as required by Section 3.06(d)(i), then they will be deemed to have delivered a Repurchase Acceptance Notice. (d) If the DHC Parties provide a Repurchase Alternative Value Notice during the Repurchase Exercise Period, the following provisions will apply: (i) The Repurchase Alternative Value Notice shall specify the Third Party Valuation Firm (the “DHC Valuation Firm”) selected by the Optionee or his or her legal representatives DHC Parties to provide the Repurchase Alternative Value, which Third Party Valuation Firm shall be required to deliver to the DHC Parties and ABP within thirty (which appraiser 30) days after the end of the Repurchase Exercise Period its determination of the Repurchase Alternative Value, together with reasonable supporting information. ABP shall provide the DHC Valuation Firm such additional information related to the Repurchase Shares and ABP as the DHC Valuation Firm may reasonably request in connection with its determination. The DHC Parties shall bear the costs of the DHC Valuation Firm. (ii) If the Repurchase Alternative Value is at least ninety percent (90%) and not be more than one hundred and ten percent (110%) of the Optionee or his or her legal representativeRepurchase Price, then, subject to Section 3.06(a), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment DHC Parties shall be deemed as having been accomplished unless such appraiser to have delivered a Repurchase Acceptance Notice and the DHC Parties shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser sell, and ABP shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser orpurchase, in the case all, but not less than all, of the appraiser appointed by Repurchase Shares at the appraisers chosen by average of the Company Repurchase Price and the OptioneeRepurchase Alternative Value. (iii) If the Repurchase Alternative Value is less than ninety percent (90%) or greater than one hundred and ten percent (110%) of the Repurchase Price, then ABP and the DHC Parties shall be paid by the Company. Said appraisers shall proceed promptly jointly appoint a Joint Valuation Firm to determine the fair market value of said Share or Shares by agreement of any two of the appraisersRepurchase Shares, which shall be conclusive upon all parties instructed to provide the DHC Parties and ABP with its determination of the value of the Repurchase Shares (without any reduction for minority interests) as of the date of the Termination Event (the “Determined Repurchase Price”), together with reasonable supporting information, within thirty (30) days of its appointment. The Joint Valuation Firm shall be provided with the prior valuations of the Repurchase Shares obtained by the DHC Parties and ABP, but shall not be obligated to base its determination on such valuations. ABP shall also provide the Joint Valuation Firm such additional information related to the Repurchase Shares and ABP as the Joint Valuation Firm may reasonably request in interest connection with its determination. The cost of the Joint Valuation Firm will be borne fifty percent (50%) by the DHC Parties and fifty percent (50%) by ABP or as they may otherwise agree. The Joint Valuation Firm shall act as an expert and not an arbitrator and the decision of the Joint Valuation Firm as to the Determined Repurchase Price, absent manifest error, shall be final and non-appealable. Upon delivery of the Determined Repurchase Price, ABP shall purchase, and the DHC Parties shall sell, all, but not less than all, of the Repurchase Shares at the Determined Repurchase Price, subject to Section 3.06(d)(iv). (iv) If the Determined Repurchase Price is more than one hundred and ten percent (110%) of the Repurchase Price, ABP shall have ten (10) days following delivery of the Determined Repurchase Price (the “Repurchase Withdrawal Period”) to withdraw the Repurchase Notice by notice given to the DHC Parties; provided, that ABP shall reimburse the Electing DHC Parties for the costs of the DHC Valuation Firm and Joint Valuation Firm incurred by them in connection with any ROFO Process that was terminated as provided in Section 3.06(g)(iii). If ABP does not withdraw the Repurchase Notice in such ten (10) day period, then ABP shall purchase, and the DHC Parties shall sell, all, but not less than all, of the Repurchase Shares at the Determined Repurchase Price. (v) Notwithstanding the foregoing, in no event shall any DHC Party be required to accept a Repurchase Price having a minimum value less than the Base Price. (e) The closing of the purchase and sale of the Repurchase Shares pursuant to this Section 3.06 shall occur on a date that is not later than ninety (90) days after the purchase price for the Repurchase Shares has been finally determined pursuant to this Section 3.06 or as otherwise agreed in writing by the DHC Parties and ABP. At the closing of the purchase and sale of the Repurchase Shares to ABP pursuant to this Section 3.06, ABP shall deliver to the DHC Parties the purchase price for the Repurchase Shares as determined pursuant to this Section 3.06 by wire transfer of immediately available funds and the DHC Parties shall deliver to ABP the certificate(s) representing the Repurchase Shares. Promptly , if any, (or an affidavit of loss with respect to such certificates) accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary. (f) If ABP withdraws the Repurchase Notice in accordance with Section 3.06(d)(iv), the DHC Parties may during the one hundred and twenty (120) day period immediately following the date that they receive the notice from ABP that it is withdrawing the Repurchase Notice (the “Waived Repurchase Transfer Period”), Transfer all of the Repurchase Shares to any Third Party Purchaser at a price not less than ninety eight percent (98%) of the lesser of the Repurchase Price, the average of the Repurchase Price and the Repurchase Alternative Value or the Determined Repurchase Price and the provisions of Section 3.02(i) and Section 3.02(j) shall apply mutatis mutandis during the Waived Repurchase Transfer Period. (g) Notwithstanding anything in this Agreement to the contrary, but subject to Section 4.04(b), (i) ABP may not exercise the Repurchase Right at any time during the pendency of a Drag-along Sale, a Tag-along Sale or a transaction which is reasonably likely to result in a Company Change of Control; (ii) if a Termination Event has occurred, the DHC Parties may not thereafter send an DHC Offer Notice until a date that is not less than ninety (90) days following the date of the Termination Event or after such ninety (90) day period if ABP has then delivered a Repurchase Notice pursuant to this Section 3.06 unless and until such Repurchase Notice is withdrawn pursuant to Section 3.06(d)(iv); (iii) if as of the date a Termination Event occurs, the process with respect to an outstanding DHC Offer Notice is then pending pursuant to Section 3.02 (a “ROFO Process”), then (A) the ROFO Process shall be suspended for ninety (90) days following the Termination Event, and terminated if ABP sends a Repurchase Notice within such ninety (90) day period; (B) if ABP fails to send a Repurchase Notice in such ninety (90) day period, then as of the ninety-first (91st) day following the Termination Event, at the Electing DHC Parties’ option, the ROFO Process shall resume with any applicable time periods extended to reflect such suspension; and (C) if ABP sends a Repurchase Notice within such ninety (90) period following the Termination Event and thereafter withdraws the Repurchase Notice in accordance with Section 3.06(d)(iv), the DHC Parties shall have the right following such determinationwithdrawal to send another DHC Offer Notice to ABP even if the DHC Parties have previously sent an DHC Offer Notice in that calendar year; and (iv) if a ROFO Process is reinstated pursuant to clause (iii) of this Section 3.06(g) or the DHC Parties send an DHC Offer Notice permitted by clause (ii) of this Section 3.06(g), ABP shall not thereafter have the appraisers shall mail or deliver such notice of such determination right to send a Repurchase Notice unless and until the applicable ROFO Process has been completed in accordance with Section 3.02 and the Repurchase Right will only be exercisable with respect to the Optionee and remaining Company Shares owned by the CompanyDHC Parties after the ROFO Process has been completed. For the avoidance of doubt, nothing in this Section 3.06 limits the right of the DHC Parties to Transfer any or all of their Repurchase Shares at any time pursuant to Section 3.03 or Section 3.04 or otherwise in compliance with this Agreement. (h) ABP may assign the Repurchase Right in whole or in part to the Company or any other Stockholder.

Repurchase Rights. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary terminationa) ceases The Exchangeable Debentures shall be subject to be employed repurchase by the Company at the option of the Holder on April 15, 2010, April 15, 2014 and April 15, 2019 (each a “Repurchase Date”), at a repurchase price equal to 100% of the principal amount of the Exchangeable Debentures to be repurchased, subject to the satisfaction by or Banyan Worldwide, or providing services on behalf of the Company or Banyan WorldwideHolder of the requirements set forth in clause (b) below. (b) Repurchases of Exchangeable Debentures under this Section 5.02 shall be made, at the option of the Holder thereof, upon: (1) delivery to the Paying Agent by the Holder of a written notice of repurchase (a “Repurchase Notice”) during the period beginning at any time from 9:00 am, New York City time, on the date that is 20 Business Days prior to the date relevant Repurchase Date until 5:00 pm on the second Business Day prior to the Repurchase Date stating: (i) if certificated Exchangeable Debentures have been issued, the certificate number of the Exchangeable Debenture which the Holder will deliver to be purchased, or if not certificated, the appropriate Depositary procedures; (ii) the portion of the principal amount at maturity of the Exchangeable Debentures which the Holder will deliver to be purchased, which portion must be in principal amounts at maturity of $1,000 or an integral multiple thereof; (iii) that such Exchangeable Debentures shall be purchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in this Thirteenth Supplemental Indenture and in the Indenture; (2) book-entry transfer or, if the Exchangeable Debentures are certificated, delivery of such Exchangeable Debenture to the Paying Agent prior to, on or after the Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 8(d5.02 only if the Exchangeable Debenture so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Repurchase Notice, as determined by the Company. (c) below for If the expiration Exchangeable Debentures are not in certificated form, the Repurchase Notice must comply with applicable Depositary procedures. (d) The Company shall purchase from the Holder thereof, pursuant to this Section 5.02, a portion of these restrictionsan Exchangeable Debenture, then during if the 90principal amount at maturity of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Thirteenth Supplemental Indenture and the Indenture that apply to the purchase of all of the Exchangeable Debentures also apply to the purchase of such portion of such Exchangeable Debenture. (e) Any purchase by the Company contemplated pursuant to the provisions of this Section 5.02 shall be consummated by the delivery to the Paying Agent of the cash or securities sufficient to pay the Repurchase Price to be received by the Holder promptly following the later of the Repurchase Date or the time of book-day period following entry transfer or delivery of the Exchangeable Debentures. (f) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 5.02 shall have the right to withdraw such termination Repurchase Notice at any time prior to 5:00 pm New York City time on the second Business Day prior to the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 5.03(b), which must comply with appropriate Depositary procedures. (g) Simultaneously with the Repurchase Notice, the Company will disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information set forth in this Section 5.02, or publish such information on the Company’s web site or through such other public medium the Company may elect, by written notice delivered use at the time. (h) The Company may arrange for a third party to the Optionee, to repurchase all or purchase any portion of the Shares, at Exchangeable Debentures for which it receives a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall valid Repurchase Notice that is not be the Optionee or his or her legal representativewithdrawn in accordance with Section 5.03(b), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to and otherwise in compliance with the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted requirements set forth in writing his appointment as such within this Thirteenth Supplemental Indenture and the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses Indenture relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case repurchase of the appraiser appointed by the appraisers chosen by the Company and the Optionee, Exchangeable Debentures as contemplated pursuant to this Section 5.02. Such Exchangeable Debentures purchased pursuant to this Section 5.02(h) shall continue to be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two outstanding under Section 2.9 of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyIndenture.

Repurchase Rights. Upon (i) the death or disability of a Member, if an individual, (ii) the death or disability of a principal of a Member, if an entity, or (iii) the event that, despite the general prohibition on Transfers contained in this Article 6, a Member"s Units are found by a court or other authority to be transferred by operation of law to a third party (e.g., as a result of the divorce or bankruptcy of a Member) (each of items (i) through (iii) are referred to herein as a !Trigger Event” and collectively as the !Trigger Events”), the Company shall have the option to purchase all Units then held by such Member and his Affiliates and transferees, including, without limitation, such person"s personal representative, trustee or other legal representative, in either case for their Fair Market Value. The Company shall exercise its option to purchase applicable Units pursuant to this Section by delivering written notice thereof within one-hundred twenty (120) days of becoming aware of the applicable Trigger Event. If the Optionee Company fails to exercise its right (as described above), in whole or in part, then for thirty (30) days following the expiration of such one hundred twenty-day period, the other Members shall have the right to purchase a proportionate share (based upon such Member"s interest in the capital of the Company excluding the Units of the terminated Member) of the terminated Member"s Units. If any reason whatsoever ----------------- (including without limitation deathMember waives, disabilityin whole or in part, his or her right to purchase, the unexercised right, or voluntary portion thereof, to which such waiver applies shall inure proportionately to other non-terminated Members, and such non-terminated Members shall have an additional ten (10) days to purchase such portions of the unpurchased Units. If the Company or involuntary termination) ceases a Member, as applicable, exercises its option pursuant to be employed this Section, unless otherwise agreed by the Company or Banyan Worldwidea Member and the seller, or providing services on behalf the purchase and sale of the Company or Banyan Worldwide, prior to the date specified in Section 8(dapplicable Units shall occur within thirty (30) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date the Company delivers written notice of its election to purchase such Units, and the Company's notice electing to repurchase Member shall execute and deliver such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days documents and instruments as are reasonably requested by the Company (which appraiser shall not be an officer, director or employee to evidence the transfer of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisersUnits, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination conveyed to the Optionee Company free and clear of all liens, claims and encumbrances. The purchase price for the Units described in this Section shall be payable forty percent (40%) at the closing of the purchase and sale of the Units, and the Companydelivery of an unsecured promissory note for the remaining balance of the purchase price requiring equal quarterly payments over the following five (5) years following the closing and bearing interest at the rate of four percent (4%) per annum.

Repurchase Rights. 3.1 If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by Stockholder’s employment with the Company or Banyan Worldwideany of its subsidiaries (collectively, “MSC”) is terminated by MSC or by the Stockholder voluntarily for any reason, or providing services on behalf of no reason, with or without “Cause” or “Good Reason” (as each such term is used in the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares that certain Amended and Restated Employment Agreement dated as of the close of business on date hereof between MSC-Medical Services Company (“MSC”) and Stockholder (the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative“Employment Agreement”)), one within said period of five days by the Company (which appraiser shall not be an officeror, director at the Company’s election, any parent or employee subsidiary of the Company) shall have the right to purchase (“Repurchase Right”), and the third Stockholder shall, at the election of the Company, be obligated to sell all or any part of the Unvested Shares (as such term is defined below) owned by him at the time of termination, and, if the Stockholder’s employment with MSC is terminated by MSC for Cause or the Stockholder’s violation of any of Sections 10, 11 or 12 of the Employment Agreement, all or any part of the Vested Shares (as such term is defined below), in each case at the purchase price and on the terms provided in Section 3.2. 3.2 The Company may exercise its Repurchase Right by giving written notice to the Stockholder (or his legal representatives) at any time within five 60 days following the termination of his employment with MSC, specifying the number of Vested Shares and Unvested Shares (as applicable) it wishes to purchase. The purchase price per Vested Share and Unvested Share shall be its Original Purchase Price (subject to equitable adjustment upon the occurrence of any Recapitalization Event). 3.3 Within thirty (30) days after said appointment last occurring receipt of the notice of the exercise of any Repurchase Right described in this Agreement, the Stockholder (or his legal representatives) shall deliver to the Company the certificate(s), together with duly executed stock powers, representing the Vested Shares and Unvested Shares being repurchased by the two appraisers so chosen. Successor appraisersCompany, if any shall be requiredagainst payment to the Stockholder (or his legal representatives), shall be appointed, within a reasonable time, as nearly as may be in the manner provided as in Section 5, for the aggregate purchase price for such Vested Shares and Unvested Shares. Upon the date of such notice from the Company to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing Stockholder (or his appointment as such within legal representatives), the time limited for interest of the Stockholder (and of his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, legal representatives) in the case of Vested Shares and Unvested Shares specified in such notice shall automatically terminate, except for the appraiser appointed by the appraisers chosen by right to receive payment from the Company for such Vested Shares and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Unvested Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If (a) Subject to Section 6.1, at any time on or after the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, Exercise Date and prior to the date specified Expiration Date, Grantee shall have the right (the "Repurchase Right") to require Issuer to repurchase from Grantee (i) the Option ---------------- or any part thereof as Grantee shall designate at a price (the "Option ------ Repurchase Price") equal to the amount, subject to reduction at the sole ---------------- discretion of Grantee pursuant to clause (iii) of Section 6.1(a), by which (A) the Market/Offer Price (as defined below) exceeds (B) the Exercise Price, multiplied by the number of Option Shares as to which the Option is to be repurchased and (ii) such number of Option Shares as Grantee shall designate at a price (the "Option Share Repurchase Price") equal to the Market/Offer Price ----------------------------- multiplied by the number of Option Shares so designated. The term "Market/Offer ------------ Price" shall mean the highest of (i) the highest price per share of Issuer ----- Common Stock offered or paid in Section 8(dany Acquisition Proposal, or (ii) below the highest closing price for the expiration shares of these restrictions, then Issuer Common Stock during the 90six-day month period following such termination immediately preceding the Company may electdate Grantee gives the Repurchase Notice (as hereinafter defined). In determining the Market/Offer Price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by Grantee and reasonably acceptable to Issuer, which determination, absent manifest error, shall be conclusive for all purposes of this Agreement. (b) Grantee shall exercise its Repurchase Right by delivering to Issuer written notice delivered (a "Repurchase Notice") stating that Grantee elects to the Optionee, ----------------- require Issuer to repurchase all or any a portion of the Option and/or the Option Shares as specified therein. The closing of the Repurchase Right (the "Repurchase Closing") shall take place in the United States at the place, time ------------------ and date specified in the Repurchase Notice, which date shall not be less than two Business Days nor more than ten Business Days from the date on which the Repurchase Notice is delivered. At the Repurchase Closing, subject to the receipt of a writing evidencing the surrender of the Option and/or certificates representing Option Shares, as the case may be, Issuer shall deliver to Grantee the Option Repurchase Price therefor or the Option Share Repurchase Price therefor, as the case may be, or the portion thereof that Issuer is not then prohibited under applicable Law from so delivering. At the Repurchase Closing, (i) Issuer shall pay to Grantee the Option Repurchase Price for the portion of the Option which is to be repurchased or the Option Shares Repurchase Price for the number of Option Shares to be repurchased, as the case may be, by wire transfer of immediately available funds to an account specified by Grantee at least 24 hours prior to the Repurchase Closing and (ii) if the Option is repurchased only in part, Issuer and Grantee shall execute and deliver an amendment to this Agreement reflecting the Option Shares for which the Option is not being repurchased. (c) To the extent that Issuer is prohibited under applicable Law from repurchasing the portion of the Option or the Option Shares designated in such Repurchase Notice, Issuer shall immediately so notify Grantee and thereafter deliver, from time to time, to Grantee the portion of the Option Repurchase Price and the Option Share Repurchase Price, respectively, that it is no longer prohibited from delivering, within five Business Days after the date on which Issuer is no longer so prohibited; provided, however, that if Issuer at -------- ------- any time after delivery of a Repurchase Notice is prohibited under applicable Law from delivering to Grantee the full amount of the Option Repurchase Price and the Option Share Repurchase Price for the Option or Option Shares to be repurchased, respectively, Grantee may rescind the exercise of the Repurchase Right, whether in whole, in part or to the extent of the prohibition, and, to the extent rescinded, no part of the amounts, terms or the rights with respect to the Option or Repurchase Right shall be changed or affected as if such Repurchase Right were not exercised. Issuer shall use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices to permit Grantee to exercise its Repurchase Right and shall use its reasonable best efforts to avoid or cause to be rescinded or rendered inapplicable any prohibition on Issuer's repurchase of the Option or the Option Shares. (d) If the Grantee has acquired Option Shares pursuant to the exercise of the Option, then, at any time during the period beginning six months from the Exercise Date and ending 12 months from the Exercise Date (the "Issuer ------ Purchase Period"), the Issuer may require the Grantee, upon delivery to the --------------- Grantee of a notice stating that the Issuer is exercising its rights under this Section 5.1(d), to sell to the Issuer all, but not less than all, of the Option Shares held by the Grantee. (The date on which the Issuer delivers such notice to the Grantee is referred to as the "Issuer Request Date.") Such repurchase ------------------- shall be at an aggregate price per share (the "Issuer Repurchase Consideration") equal to ------------------------------- the fair market value of such Shares as sum of the close aggregate number of business Option Shares held by the Grantee multiplied by the Market/Offer Price. The closing of any repurchase of Option Shares pursuant to this Section 5.1(d) shall take place on the date of termination of designated by the Optionee's employment. Such fair market value Issuer in the notice delivered pursuant to this Section 5.1(d), which date shall be determined by mutual agreement of no more than 20 and no less than three business days from the Company Issuer Request Date. On the closing date, the Issuer shall pay the Issuer Repurchase Consideration to the Grantee in immediately available funds, and the Optionee. Failing such agreement between Grantee shall thereupon surrender to the Optionee and Issuer the Company within 30 days certificate or certificates evidencing the shares of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period Issuer Common Stock repurchased by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representativeIssuer pursuant to this Section 5.1(d), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If (a) Subject to Section 6.1, at any time on or after the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, Exercise Date and prior to the date specified Expiration Date, Grantee shall have the right (the "Repurchase Right") to require Issuer to repurchase from Grantee (i) the Option ---------------- (i) the Option or any part thereof as Grantee shall designate at a price (the "Option Repurchase Price") equal to the amount, subject to reduction at the sole ----------------------- discretion of Grantee pursuant to clause (iii) of Section 6.1(a), by which (A) the Market/Offer Price (as defined below) exceeds (B) the Exercise Price, multiplied by the number of Option Shares as to which the Option is to be repurchased and (ii) such number of Option Shares as Grantee shall designate at a price (the "Option Share Repurchase Price") equal to the Market/Offer Price ----------------------------- multiplied by the number of Option Shares so designated. The term "Market/Offer ------------ Price" shall mean the highest of (i) the highest price per share of Issuer ----- Common Stock offered or paid in Section 8(dany Acquisition Proposal, or (ii) below the highest closing price for the expiration shares of these restrictions, then Issuer Common Stock during the 90six-day month period following such termination immediately preceding the Company may electdate Grantee gives the Repurchase Notice (as hereinafter defined). In determining the Market/Offer Price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by Grantee and reasonably acceptable to Issuer, which determination, absent manifest error, shall be conclusive for all purposes of this Agreement. (b) Grantee shall exercise its Repurchase Right by delivering to Issuer written notice delivered (a "Repurchase Notice") stating that Grantee elects to the Optionee, ----------------- require Issuer to repurchase all or any a portion of the Option and/or the Option Shares as specified therein. The closing of the Repurchase Right (the "Repurchase Closing") shall take place in the United States at the place, time ------------------ and date specified in the Repurchase Notice, which date shall not be less than two Business Days nor more than ten Business Days from the date on which the Repurchase Notice is delivered. At the Repurchase Closing, subject to the receipt of a writing evidencing the surrender of the Option and/or certificates representing Option Shares, as the case may be, Issuer shall deliver to Grantee the Option Repurchase Price therefor or the Option Share Repurchase Price therefor, as the case may be, or the portion thereof that Issuer is not then prohibited under applicable Law from so delivering. At the Repurchase Closing, (i) Issuer shall pay to Grantee the Option Repurchase Price for the portion of the Option which is to be repurchased or the Option Shares Repurchase Price for the number of Option Shares to be repurchased, as the case may be, by wire transfer of immediately available funds to an account specified by Grantee at least 24 hours prior to the Repurchase Closing and (ii) if the Option is repurchased only in part, Issuer and Grantee shall execute and deliver an amendment to this Agreement reflecting the Option Shares for which the Option is not being repurchased. (c) To the extent that Issuer is prohibited under applicable Law from repurchasing the portion of the Option or the Option Shares designated in such Repurchase Notice, Issuer shall immediately so notify Grantee and thereafter deliver, from time to time, to Grantee the portion of the Option Repurchase Price and the Option Share Repurchase Price, respectively, that it is no longer prohibited from delivering, within five Business Days after the date on which Issuer is no longer so prohibited; provided, however, that if Issuer at -------- ------- any time after delivery of a Repurchase Notice is prohibited under applicable Law from delivering to Grantee the full amount of the Option Repurchase Price and the Option Share Repurchase Price for the Option or Option Shares to be repurchased, respectively, Grantee may rescind the exercise of the Repurchase Right, whether in whole, in part or to the extent of the prohibition, and, to the extent rescinded, no part of the amounts, terms or the rights with respect to the Option or Repurchase Right shall be changed or affected as if such Repurchase Right were not exercised. Issuer shall use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices to permit Grantee to exercise its Repurchase Right and shall use its reasonable best efforts to avoid or cause to be rescinded or rendered inapplicable any prohibition on Issuer's repurchase of the Option or the Option Shares. (d) If the Grantee has acquired Option Shares pursuant to the exercise of the Option, then, at any time during the period beginning six months from the Exercise Date and ending 12 months from the Exercise Date (the "Issuer ------ Purchase Period"), the Issuer may require the Grantee, upon delivery to the --------------- Grantee of a notice stating that the Issuer is exercising its rights under this Section 5.1(d), to sell to the Issuer all, but not less than all, of the Option Shares held by the Grantee. (The date on which the Issuer delivers such notice to the Grantee is referred to as the "Issuer Request Date.") Such repurchase ------------------- shall be at an aggregate price per share (the "Issuer Repurchase Consideration") equal to ------------------------------- the fair market value sum the aggregate number of such Option Shares as held by the Grantee multiplied by the Market/Offer Price. The closing of the close any repurchase of business Option Shares pursuant to this Section 5.1(d) shall take place on the date of termination of designated by the Optionee's employment. Such fair market value Issuer in the notice delivered pursuant to this Section 5.1(d), which date shall be determined by mutual agreement of no more than 20 and no less than three business days from the Company Issuer Request Date. On the closing date, the Issuer shall pay the Issuer Repurchase Consideration to the Grantee in immediately available funds, and the Optionee. Failing such agreement between Grantee shall thereupon surrender to the Optionee and Issuer the Company within 30 days certificate or certificates evidencing the shares of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period Issuer Common Stock repurchased by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representativeIssuer pursuant to this Section 5.1(d), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If The Shares shall be subject to the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) following Repurchase Rights: 5.1 In the event the Purchaser ceases to be continuously employed by the Company, or a parent or subsidiary of the Company because of cause, the Company may repurchase all stock in escrow at the purchase price paid by the Purchaser at the initial purchase. For the purpose of this Section 5, Purchaser’s “continuous employment” shall cease when Purchaser ceases to be actively employed by the Company or Banyan Worldwidea parent or subsidiary of the Company. A leave of absence (regardless of the reason therefor) shall be deemed to constitute the cessation of Purchaser’s active employment unless such leave is (a) authorized by the Company in writing and Purchaser returns to work within the time specified in such authorization or in any amendment thereto, (b) the result of a Disability, as that term is defined in the Purchaser’s Employment Agreement which is not an event of termination of employment thereunder, or providing services on behalf (c) it is the result of the exercise by Purchaser of his rights under any federal or State employment laws, rules or regulations. The date when continuous employment ceases is hereinafter referred to as the “Termination Date.” The Company shall have the right at any time within sixty (60) days after the later of the Termination Date or Banyan Worldwide, prior the date any approved leave terminates (if Purchaser fails to return within the time specified) to purchase up to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion full amount of the Shares, Shares from the Purchaser at a price per share equal to the fair market value of such Shares amount paid by Purchaser pursuant to this Agreement (“Price”). Notwithstanding the foregoing, (a) so long as Purchaser remains in the continuous employment of the close of business on the date of termination Company, one (1) share (1/8th of the Optionee's employmentShares) shall no longer be subject to repurchase on each of the following dates: April 10, 2008, July 10, 2008, October 10, 2008, January 10, 2009, April 10, 2009, July 10, 2009, October 10, 2009 and January 10, 2010; or (b) all of the Shares shall no longer be subject to the repurchase applicable, pursuant to that certain Change in Control Severance Agreement of even date herewith among Purchaser, the Company and Peerless Systems Corporation. Such fair market value Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment at any time or for any reason as forth in the Employment Agreement. 5.2 The Repurchase Rights, if exercised by the Company, shall be determined exercised by mutual agreement written notice signed by an officer of the Company and delivered or mailed as provided in Section 11.2. The Company may pay for the Optionee. Failing such agreement between Shares it has elected to repurchase (i) by delivery of a check in the Optionee and the Company within 30 days amount of the date of Repurchase Price for the Company's notice electing to repurchase such SharesShares being repurchased, the fair market value of such Shares shall be determined (ii) by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days cancellation by the Company of an amount of Purchaser’s indebtedness to the Company or (which appraiser shall not be an officer, director or employee iii) by a combination of the Company(i) and (ii) so that the third within five days after said appointment last occurring combined payment and cancellation of indebtedness equals such Option Price. If exercised by the two appraisers so chosen. Successor appraisersassignees pursuant to Section 5.3, if any the Repurchase Right shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid exercised by written notice signed by the party appointing such appraiser or, exercising assignees and delivered or mailed as provided in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.Section

Repurchase Rights. If A Holder of Notes shall have the Optionee right to require the Issuer to repurchase such Holder’s Notes, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof), on each of January 15, 2017, January 15, 2020 and January 15, 2025 (each, an “Optional Repurchase Date”) for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases cash equal to 100% of the principal amount of the Notes to be employed repurchased plus accrued and unpaid interest (and Additional Interest, if any) to, but not including, the Optional Repurchase Date (such amount, the “Optional Repurchase Price”), subject to satisfaction by the Company or Banyan Worldwide, or providing services on behalf of the Company Holder of the requirements set forth below. On or Banyan Worldwidebefore the 20th Business Day prior to each Optional Repurchase Date, the Issuer shall provide a written notice by first-class mail to the Trustee, any Paying Agent and all Holders (and to beneficial owners as required by applicable law). The notice shall include a form of Optional Repurchase Notice to be completed by the Holder and shall state: (a) the date by which the Optional Repurchase Notice must be delivered to the Paying Agent; (b) the Optional Repurchase Date; (c) the Optional Repurchase Price; (d) the name and address of the Trustee, the Paying Agent and the Conversion Agent; (e) that Notes must be surrendered to the Paying Agent to collect payment of the Optional Repurchase Price and the procedures that holders must follow to require the Issuer to repurchase their Notes; (f) that the Optional Repurchase Price for any Note as to which an Optional Repurchase Notice has been duly given shall be paid within two Business Days after the later of the Optional Repurchase Date or the time at which such Notes are surrendered for repurchase; (g) that, unless the Issuer defaults in making payment of the Optional Repurchase Price, interest on Notes surrendered for repurchase shall cease to accrue on and after the Optional Repurchase Date; (h) that Notes in respect of which an Optional Repurchase Notice is provided by a Holder shall not be convertible in accordance with their terms and pursuant to Section 2.11 hereof even if otherwise convertible unless such Holder validly withdraws such Optional Repurchase Notice in accordance with the provisions of this Section 2.08; and (i) the CUSIP number of the Notes. The Issuer shall also disseminate a press release through PR Businesswire, Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information specified in such notice or publish such information in a newspaper of general circulation in The City of New York, or through such other public medium as the Issuer shall deem appropriate at such time. In addition, the Issuer shall post any such press release on its website or disseminate it through any other appropriate public medium. A Holder may exercise its rights specified in this Section 2.08 by delivery of a written notice of repurchase (an “Optional Repurchase Notice”) to the Paying Agent during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of applicable Optional Repurchase Date until the close of business on the date of termination second Business Day prior to such Optional Repurchase Date, stating: (a) if such Notes are in certificated form, the certificate number(s) of the Optionee's employmentNotes which the Holder shall deliver to be repurchased; (b) the portion of the principal amount of the Notes to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Notes is in an authorized denomination; and (c) that such Notes shall be repurchased by the Issuer pursuant to the applicable provisions hereof and the Notes. The Paying Agent shall promptly notify the Issuer in writing of the receipt by it of any Optional Repurchase Notice. Book-entry transfer of Notes in book-entry form in compliance with appropriate procedures of the Depositary or delivery of Notes in certificated form, together with all necessary endorsements, to the Paying Agent at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Optional Repurchase Price therefor. Holders electing to require the Issuer to repurchase Notes must effect such transfer or delivery to the Paying Agent on or prior to the Optional Repurchase Date to receive payment of the Optional Repurchase Price on or within two Business Days after the Optional Repurchase Date. The Issuer shall pay the Optional Repurchase Price within two Business Days after the later of the Optional Repurchase Date or the time of such transfer or delivery of the Notes. An Optional Repurchase Notice may be withdrawn in whole or in part by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the second Business Day prior to the Optional Repurchase Date specifying: (a) the Holder’s name; (b) the principal amount of Notes in respect of which the Optional Repurchase Notice is being withdrawn, which must be an integral multiple of $1,000; (c) if the Notes subject to the notice of withdrawal are in certificated form, the certificate number(s) of all Notes subject to the notice of withdrawal; and (d) the principal amount of Notes, if any, that remains subject to the Optional Repurchase Notice, which must be an integral multiple of $1,000. If Notes subject to the notice of withdrawal are in book-entry form, the above notices must also comply with the applicable procedures of the Depositary. On or before 10:00 a.m. (New York City time) on the Optional Repurchase Date, the Issuer shall deposit with the Paying Agent (or if the Issuer or an Affiliate of the Issuer is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Optional Repurchase Price of the Notes to be purchased pursuant to this Section 2.08. If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Optional Repurchase Price of such Notes on the Optional Repurchase Date, then on and after such date, such Notes shall cease to be Outstanding and interest on such Notes shall cease to accrue, and all rights of the Holder of such Notes shall terminate (other than the right to receive the Optional Repurchase Price after delivery or transfer of the Notes). Such fair market value shall be determined by mutual agreement the case whether or not book-entry transfer of the Company Notes in book-entry form is made and whether or not Notes in certificated form, together with the Optioneenecessary endorsements, are delivered to the Paying Agent. Failing such agreement between Notwithstanding the Optionee foregoing, no Notes may be purchased by the Issuer in accordance with the provisions of this Section 2.08 if there has occurred and is continuing an Event of Default with respect to the Company within 30 days Notes (other than a default in the payment of the date Optional Repurchase Price). To the extent legally required in connection with a repurchase of Notes, the Issuer shall comply with the provisions of Rule 13e-4 and other tender offer rules under the Exchange Act then applicable, if any, and shall file a Schedule TO or any other schedule required under the Exchange Act. The Issuer may arrange for a third party to purchase Notes for which the Issuer has received a valid Optional Repurchase Notice that has not been properly withdrawn, in the manner and otherwise in compliance with the requirements set forth herein and in the Notes. If a third party purchases any Notes under such circumstances, then interest shall continue to accrue on the Notes and such Notes shall continue to be Outstanding after the Optional Repurchase Date for all purposes of the Company's notice electing Indenture and, subject to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be requiredcompliance with applicable law, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the fungible with all other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyNotes then Outstanding.

Repurchase Rights. If The Company shall have the Optionee for right, but not the obligation, at any reason whatsoever ----------------- (including without limitation deathtime [on or before [●] or] at any time after [●], disabilityto purchase all of the Shares owned by any Purchaser at a purchase price per Share equal to the Repurchase/Put Price , which shall be payable in either cash or voluntary or involuntary termination) ceases to be employed by Canopy Shares, as determined in the sole discretion of the Company[; provided, however, that , in the event that the Company exercises such purchase right on or Banyan Worldwidebefore [●], or providing services on behalf of the Company or Banyan Worldwide, prior Repurchase/Put Price shall be equal to the date specified per Share value at the Closing and shall be paid in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following cash]. The Company shall exercise such termination the Company may elect, purchase rights by written notice delivered (“Exercise Notice”) given to the Optionee, Purchaser and [in the event such exercise occurs after [●],] the Company shall either pay to repurchase all or any portion of the Shares, at a price per share Purchaser: (i) an amount in cash equal to the fair market aggregate amount of the Repurchase/Put Price payable to such Purchaser by wire transfer of immediately available funds; or (ii) the Company shall cause Canopy to issue the number of Canopy Shares having an aggregate value equal to aggregate Repurchase/Put Price payable to such Purchaser to be determined by dividing such aggregate Repurchase/Put Price by the Fair Market Value of such Shares a Canopy Share measured as of the close of business on second Trading Day immediately preceding the date of termination issuance. In the event that (i) the Repurchase/Put Price is satisfied in Canopy Shares; (ii) the Purchaser sells such Canopy Shares within 10 days of the Optionee's employment. Such fair market value shall be determined by mutual agreement issuance of such Canopy Shares; (iii) the Purchaser provides the Company with evidence of the gross proceeds from the sale of such Canopy Shares; and (iv) the gross proceeds from the sale of such Canopy Shares are less than the Repurchase/Put Price, then, in such circumstances, the Company shall make a cash payment to the Purchaser equal to the difference between the gross proceeds from the sale of such Canopy Shares and the OptioneeRepurchase/Put Price. Failing such agreement between The Company may assign its rights under this Section 7.3 to any Person; provided, that the Optionee assignee agrees to be bound by the terms of this Agreement and assumes all of the Company’s obligations hereunder; provided further, that the Company remains primarily liable if the assignee does not perform under this Agreement. The closing of any such purchase and sale transaction shall occur within 30 days of the date of Company (or its assignee) delivering the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by Exercise Notice. Each Purchaser agrees that it will perform its obligations hereunder and will ratify and confirm all that the Company (which appraiser shall not may do or cause to be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as done pursuant to the related original appointmentforegoing. No appointment Each Purchaser agrees that it shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the execute and deliver all documents and agreements, and take all other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser oractions, in the case of the appraiser appointed by the appraisers chosen by that the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly may reasonably request in order to determine the fair market value of said Share or Shares by agreement of consummate any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyrepurchase as contemplated herein.

Repurchase Rights. If The Shares owned by the Optionee for any reason whatsoever ----------------- Consultant are subject to forfeiture and restrictions on transfer in accordance with the terms and conditions of the Agreement. Subject to the terms of this Agreement, on each month anniversary of the date of this Agreement, on twelfth (including without limitation death1/12) of the Shares shall no longer be subject to the repurchase right set forth herein. Other than as expressly reserved or restricted by this Agreement, disabilitythe Consultant shall have all the rights of a stockholder with respect to the Shares unless and until the Company exercises its repurchase rights. The Shareholders may not sell, transfer, alienate pledge, or voluntary otherwise encumber (i) any Share or involuntary terminationfraction thereof, or any interest in a Share or (ii) ceases any other interest in this Agreement, until such Shares are no longer subject to the Company's repurchase rights as set forth herein. Dividends paid with respect to Shares in cash or property other than shares or rights to acquire shares will be employed by paid to the Consultant at the time such dividends are paid to other stockholders. Dividends with respect to Shares paid in shares or rights to acquire shares will be added to and become a part of the Shares. a) If this Agreement or the Consulting engagement hereunder, is terminated the Company or Banyan Worldwidewill have the right (the "Repurchase Right"), or providing services on behalf of but not the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optioneeobligation, to repurchase purchase from the Consultant (or any person to whom Consultant shall have transferred any such Shares) all or any portion of the SharesShares as to which the Company's repurchase right has not expired as set forth above (the "Repurchased Stock"). b) If the Company intends to exercise its Repurchase Right with respect to such Repurchased Stock, at a the Company must give the Shareholder written notice (the Repurchase Notice") within 60 days after the applicable Severance Date, that the Company is exercising its Repurchase Right with respect to the Repurchased Stock, which Repurchase Notice will constitute exercise of the Repurchase Rights. The Company may exercise each Repurchase Right with respect to all or any portion, of the Repurchased Stock subject to such Repurchase Right. Such Repurchase right will expire with respect to the Repurchased Stock subject to such Repurchase Right to the extent not exercised by the Company within 60 days after the Severance Date. The price per share equal for the Repurchased Stock will be $.001 per share (the "Repurchase Price"). ______Initials 12 _______Initials c) If the Company exercises a Repurchase Right with respect to the fair market value of such Shares as of the close of business on any Repurchased Stock, within 30 days after the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of a Repurchase Notice the Company shall deliver to Consultant the Repurchase Price for the Shares of Repurchased Stock being purchased and the Optionee. Failing such agreement between the Optionee and Consultant shall deliver to the Company within 30 days of the date of certificates, if any, previously delivered to Consultant representing such Repurchased Stock, duly endorsed for transfer to the Company's notice electing , or such certificates and a duly executed Stock power transferring such shares of Repurchased Stock to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If A Holder of Notes shall have the Optionee right to require the Issuer to repurchase such Holder's Notes, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof), on each of January 20, 2012, January 15, 2017 and January 15, 2022 (each, an "Optional Repurchase Date") for any reason whatsoever ----------------- cash equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest (including without limitation deathAdditional Interest, disabilityif any,) to, but not including, the Optional Repurchase Date (such amount, the "Optional Repurchase Price"), subject to satisfaction by or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company Holder of the requirements set forth below. On or Banyan Worldwidebefore the 20th Business Day prior to each Optional Repurchase Date, the Issuer shall provide a written notice by first-class mail to the Trustee, any Paying Agent and all Holders (and to beneficial owners as required by applicable law). The notice shall include a form of Optional Repurchase Notice to be completed by the Holder and shall state: (a) the date by which the Optional Repurchase Notice must be delivered to the Paying Agent; (b) the Optional Repurchase Date; (c) the Optional Repurchase Price; (d) the name and address of the Trustee, the Paying Agent and the Exchange Agent; (e) that Notes must be surrendered to the Paying Agent to collect payment of the Optional Repurchase Price and the procedures that holders must follow to require the Issuer to repurchase their Notes; (f) that the Optional Repurchase Price for any Note as to which an Optional Repurchase Notice has been duly given shall be paid within two Business Days after the later of the Optional Repurchase Date or the time at which such Notes are surrendered for repurchase; (g) that, unless the Issuer defaults in making payment of the Optional Repurchase Price, interest on Notes surrendered for repurchase shall cease to accrue on and after the Optional Repurchase Date; (h) that Notes in respect of which an Optional Repurchase Notice is provided by a Holder shall not be exchangeable in accordance with their terms and pursuant to Section 2.11 hereof even if otherwise exchangeable unless such Holder validly withdraws such Optional Repurchase Notice in accordance with the provisions of this Section 2.08; and (i) the CUSIP number of the Notes. The Issuer shall also disseminate a press release through PR Businesswire, Dow Jones & Company, Inc. or Bloomberg Business News containing the inforxxxxxn specified in such notice or publish such information in a newspaper of general circulation in The City of New York, or through such other public medium as the Issuer shall deem appropriate at such time. In addition, the Parent Guarantor shall post any such press release on its website or disseminate it through any other appropriate public medium. A Holder may exercise its rights specified in this Section 2.08 by delivery of a written notice of repurchase (an "Optional Repurchase Notice") to the Paying Agent during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of applicable Optional Repurchase Date until the close of business on the date of termination second Business Day prior to such Optional Repurchase Date, stating: (a) if such Notes are in certificated form, the certificate number(s) of the Optionee's employment. Such fair market value Notes which the Holder shall deliver to be repurchased; (b) the portion of the principal amount of the Notes to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Notes is in an authorized denomination; and (c) that such Notes shall be determined repurchased by mutual agreement the Issuer pursuant to the applicable provisions hereof and the Notes. The Paying Agent shall promptly notify the Issuer and the Parent Guarantor in writing of the Company and the Optioneereceipt by it of any Optional Repurchase Notice. Failing such agreement between the Optionee and the Company within 30 days Book-entry transfer of Notes in book-entry form in compliance with appropriate procedures of the date Depositary or delivery of Notes in certificated form, together with all necessary endorsements, to the Paying Agent at the offices of the Company's notice Paying Agent shall be a condition to the receipt by the Holder of the Optional Repurchase Price therefor. Holders electing to require the Issuer to repurchase Notes must effect such Sharestransfer or delivery to the Paying Agent on or prior to the Optional Repurchase Date to receive payment of the Optional Repurchase Price on or within two Business Days after the Optional Repurchase Date. The Issuer shall pay the Optional Repurchase Price within two Business Days after the later of the Optional Repurchase Date or the time of such transfer or delivery of the Notes. An Optional Repurchase Notice may be withdrawn in whole or in part by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the second Business Day prior to the Optional Repurchase Date specifying: (a) the Holder's name; (b) the principal amount of Notes in respect of which the Optional Repurchase Notice is being withdrawn, which must be an integral multiple of $1,000; (c) if the Notes subject to the notice of withdrawal are in certificated form, the fair market value certificate number(s) of such Shares shall be determined by three appraisersall Notes subject to the notice of withdrawal; and (d) the principal amount of Notes, one designated within five days after if any, that remains subject to the termination of said 30-day period by the Optionee or his or her legal representatives (Optional Repurchase Notice, which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not must be an officerintegral multiple of $1,000. If Notes subject to the notice of withdrawal are in book-entry form, director or employee the above notices must also comply with the applicable procedures of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyDepositary.

Repurchase Rights. If Shares of Common Stock issued pursuant to options may be subject to one or more repurchase rights or other conditions and restrictions as determined by the Optionee Committee and set forth in the applicable option agreement. The Company shall have the right to assign to any person at any time any repurchase right it may have, whether or not such right is then exercisable. Any repurchase right for shares of Common Stock issued pursuant to this Plan shall be at such purchase price as is set forth in the option agreement; provided that: (i) the right to repurchase at the original purchase price must lapse at a rate of at least twenty percent (20%) per year from the date of grant of the option and must be exercised for cash or cancellation of purchase money indebtedness for the shares within ninety (90) days of the termination of employment (or, if later, within ninety (90) days of the exercise of any reason whatsoever ----------------- Option); and (including without limitation death, disability, or voluntary or involuntary terminationii) ceases the right to repurchase at no less than the Fair Market Value of the shares to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares repurchased (measured as of the close of business on the date of termination of employment), must be exercised for cash or cancellation of purchase money indebtedness for such shares within ninety (90) days of the Optioneetermination of employment (or, if later, within ninety (90) days of the exercise of any Option) and the right to repurchase must terminate when the Company's employmentshares become publicly traded. Such fair market value shall be determined Notwithstanding the foregoing, options held by mutual agreement officers, directors, advisors or consultants of the Company or its Subsidiary may be subject to additional or greater restrictions. [Signature Page Follows] The foregoing Addendum is hereby accepted and the Optioneeterms and conditions thereof are hereby agreed to by the undersigned as of the Grant Date. Failing such agreement between the Optionee [___________________] By: ______________________________ Name: Title: The foregoing Addendum is hereby accepted and the Company within 30 days of the date of the Company's notice electing terms and conditions thereof hereby agreed to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative)undersigned as of ________________________, one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company20___.

Repurchase Rights. If (a) At any time following any Repurchase Trigger Date, the Optionee for any reason whatsoever ----------------- (including without limitation deathHolder, disabilityat its option, shall be entitled to require the Company to repurchase this Note, as a whole, or voluntary or involuntary termination) ceases from time to be employed by time in part (in any principal amount that is an integral multiple of $50,000,000 or, if less, the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Sharesaggregate principal amount outstanding), at a price per share equal to the fair market value of such Shares as 100% of the close of business on principal amount to be repurchased, together with accrued but unpaid interest thereon through the date of termination Repurchase Date (if any) (the "Repurchase Price"), by delivering to the Company a written notice (a "Repurchase Notice") of the Optionee's employmentexercise of its rights pursuant to this Section 3 specifying the principal amount to be repurchased. Such fair market value Prior to July 21, 2008, the Repurchase Notice shall be determined by mutual agreement delivered not more than 60 days following the Holder's receipt of the Company Change in Control Notice (as herein defined). Upon delivery of the Repurchase Notice, this Note shall be due and payable at 3:00 p.m., Central time, on the Optionee. Failing such agreement between the Optionee and the Company within 30 days of 40th day following the date of the Company's notice electing Repurchase Notice (the "Repurchase Date"), to repurchase such Sharesthe extent of the principal amount to be repurchased. On the Repurchase Date, the fair market value of such Shares Company shall be determined pay to the Holder, by three appraisers, one designated within five days after the termination of said 30-day period transfer to an account maintained by the Optionee or his or her legal representatives (which appraiser shall not be Holder with a bank in the Optionee or his or her legal representative), one within said period United State of five days by America specified to the Company (which appraiser shall in writing not be an officerfewer than five Business Days prior to the Repurchase Date, director or employee the Repurchase Price in respect of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall principal amount to be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser orrepurchased and, in the case of a repurchase in part, shall execute, issue and deliver to the appraiser appointed by Holder a replacement note identical to this Note but having a principal amount equal to the appraisers chosen by principal amount hereof not theretofore converted, redeemed or repurchased. Upon the Company Holder's receipt of the Repurchase Price (and, in the case of a repurchase in part, such replacement note), this Note shall be deemed to be cancelled, and the Optionee, Holder shall be paid by the Company. Said appraisers shall proceed promptly send this Note to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company. (b) Not later than 40 days following the occurrence of a Company Change in Control, the Company shall deliver to the Holder a written notice (a "Company Change in Control Notice") stating that a Company Change in Control has occurred.

Repurchase Rights. If any shares of Company Restricted Stock are outstanding immediately prior to the Optionee Effective Time, then (x) the shares of Parent Common Stock issued in exchange for such shares of Company Restricted Stock pursuant to the provisions of Section 2.7(d)(i), as well as any reason whatsoever ----------------- (including Escrowed Shares issued with respect to such shares of Company Restricted Stock, without limitation deathany further act of Parent, disabilityMerger Sub One, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwideany other Person, will also be unvested and become subject to the same termination terms, repurchase option, risk of forfeiture or providing services on behalf other condition applicable to such shares of Company Restricted Stock, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends until such time as such termination terms, repurchase option, risk of forfeiture or other condition expires or is otherwise extinguished, at which time Parent shall cause such legends to be removed and (y) the cash portion of the Merger Consideration payable with respect to such shares of Company Restricted Stock pursuant to the provisions of Section 2.7(d)(i), as well as any Escrowed Cash with respect to such shares of Company Restricted Stock, shall be withheld and retained by Parent and shall be subject to the same repurchase option, risk of forfeiture or Banyan Worldwideother condition applicable to such shares of Company Restricted Stock. Parent shall hold the cash portion of the Merger Consideration so withheld until such termination terms, repurchase option, risk of forfeiture or other condition expires or is otherwise extinguished at which time such portion of the Merger Consideration (other than any Escrowed Cash then held in the Escrow Fund, which will be subject to the terms set forth in Article VIII) will be distributed to such former holder of shares of Company Restricted Stock; provided, however, that such cash and shares of Parent Common Stock shall be permanently retained by Parent upon forfeiture by the holder of such cash and shares of Parent Common Stock pursuant to the terms that governed such Company Restricted Stock prior to the date specified in Section 8(d) below for Effective Time. Prior to the expiration Closing, the Company shall ensure that from and after the Effective Time the Surviving Corporation is entitled to exercise with respect to such cash and shares of these restrictions, then during the 90-day period following Parent Common Stock any such termination the terms, repurchase option, forfeiture or other right set forth in any such restricted stock purchase agreement or other agreement applicable to such shares of Company may elect, by written notice delivered Restricted Stock. Each Effective Time Stockholder that receives unvested shares of Parent Common Stock pursuant to the Optionee, Section 2.7(d)(i) shall timely file an election pursuant to repurchase all or any portion Section 83(b) of the Shares, at a price per share equal Code with respect to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyParent Common Stock.

Repurchase Rights. If In the Optionee for any reason whatsoever ----------------- event the Holder’s right to exercise this Warrant expires pursuant to Section 1.1(a) due to: (including without limitation death, disabilityi) a Standard Termination (other than a Standard Termination by either party pursuant to Section 10.1 of the Master Services Agreement), or voluntary or involuntary termination(ii) ceases to an Exclusivity Opt-Out (each a “Repurchase Termination”), the Company shall have the right (which right shall be employed assignable by the Company or Banyan Worldwidewithout the consent of Holder), or providing services on behalf of but not the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optioneeobligation, to repurchase repurchase, all or any portion of the Shares, at a price per share equal Shares previously issued to Holder upon exercise of this Warrant by delivery to the fair market value Holder of: (i) written notice (the “Repurchase Notice”) of such Shares as its exercise of the close of business on repurchase rights set forth in this Section 9 within sixty (60) days following such Repurchase Termination accompanied by (ii) the aggregate Repurchase Price (as defined below) for the Shares being repurchased by the Company in cash or by wire in immediately available funds. The “Repurchase Price” per Share pursuant to such repurchase shall equal the Exercise Price plus twelve percent (12%) annual interest, compounding and accruing daily from the date such Share was acquired upon exercise of this Warrant. The Company’s repurchase rights hereunder shall lapse and be of no further force or effect upon the earlier of: (i) two (2) years from the vesting of any Tranche A Shares; (ii) sixty (60) days following a Repurchase Termination; (iii) the effective date of a registration statement pursuant to the Securities Act relating to an IPO; (iv) the consummation of a Change of Control in which the consideration paid to the stockholders of the Company consists of cash, securities of class that are publicly traded or a combination of the foregoing (each of the events described in clause (iii) above and this clause (iv) a “Liquidity Event;” (v) the termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement Master Services Agreement other than pursuant to a Standard Termination; (vi) the termination of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days Master Services Agreement pursuant to Section 10.1 of the date Master Services Agreement; or (vii) March 3, 2014. Upon receipt of the Company's notice electing Repurchase Notice and aggregate Repurchase Price pursuant to repurchase such Sharesand in compliance with this Section 9, the fair market value Holder shall assign the Shares being repurchased in a form and substance reasonably acceptable to the Company. The repurchase rights set forth herein shall in no way restrict or limit Holder’s right to transfer, in compliance with Section 10.2, any Shares acquired upon exercise of this Warrant prior to its receipt of a valid Repurchase Notice pursuant to and in compliance with this Section 9; provided that any transfer of such Shares shall be determined by three appraiserssubject to, one designated within five days after and the termination of said 30-day period by transferee will agree to be bound by, the Optionee or his or her legal representatives (which appraiser shall not be repurchase rights set forth herein. In the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) and which are by reason of such transaction distributed with respect to the third within five days after said appointment last occurring by Shares issued under this Warrant, shall immediately be subject to the two appraisers so chosenright of repurchase set forth in this Section 9. Successor appraisers, if any Appropriate adjustments to reflect the distribution of such securities or property shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as made to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly Repurchase Price per Share to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by upon the party appointing such appraiser or, in the case exercise of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly repurchase rights in order to determine the fair market value of said Share or Shares by agreement of reflect any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companytransaction.

Repurchase Rights. If A Holder of Notes shall have the Optionee right to require the Company to repurchase such Holder’s Notes, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof), on each of February 21, 2012, August 15, 2013, August 15, 2016, and August 15, 2021 (each, an “Optional Repurchase Date”) for any reason whatsoever ----------------- cash equal to 100% of the principal amount of the Notes to be repurchased plus accrued but unpaid interest (including without limitation deathAdditional Interest, disabilityif any) to but excluding the Optional Repurchase Date (such amount, the “Optional Repurchase Price”), subject to satisfaction by or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Holder of the requirements set forth below. On or before to the 20th Business Day prior to each Optional Repurchase Date, the Company shall provide a written notice by first-class mail to the Trustee, any Paying Agent and all Holders (and to beneficial owners as required by applicable law). The notice shall include a form of Optional Repurchase Notice to be completed by the Holder and shall state: (a) the date by which the Optional Repurchase Notice must be delivered to the Paying Agent; (b) the Optional Repurchase Date; (c) the Optional Repurchase Price; (d) the name and address of the Trustee, the Paying Agent and the Conversion Agent; (e) that Notes must be surrendered to the Paying Agent to collect payment of the Optional Repurchase Price; (f) that the Optional Repurchase Price for any Note as to which an Optional Repurchase Notice has been duly given will be paid within two Business Days after the later of the Optional Repurchase Date or Banyan Worldwidethe time at which such Notes are surrendered for repurchase; (g) that, unless the Company defaults in making payment of the Optional Repurchase Price, interest on Notes surrendered for repurchase will cease to accrue on and after the Optional Repurchase Date; (h) that Notes in respect of which an Optional Repurchase Notice is provided by a Holder shall not be convertible in accordance with their terms even if otherwise convertible unless such Holder validly withdraws such Optional Repurchase Notice in accordance with the provisions of this Section 2.08; and (i) the CUSIP number of the Notes. The Company shall also disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information specified in such notice or publish that information in the Wall Street Journal or another newspaper of general circulation in The City of New York or on the Company’s website, or through such other public medium as the Company shall deem appropriate at such time. A Holder may exercise its rights specified in this Section 2.08 upon delivery of a written notice of repurchase (an “Optional Repurchase Notice”) to the Paying Agent during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of applicable Optional Repurchase Date until the close of business on the date of termination third Business Day prior to such Optional Repurchase Date, stating: (a) if such Notes are in certificated form, the certificate number(s) of the Optionee's employment. Such fair market value Notes which the Holder will deliver to be repurchased; (b) the portion of the principal amount of the Notes to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Notes is in an authorized denomination; and (c) that such Notes shall be determined repurchased pursuant to the applicable provisions hereof and the Notes. The Paying Agent shall promptly notify the Company in writing of the receipt by mutual agreement it of any Optional Repurchase Notice. Book-entry transfer of Notes in book-entry form in compliance with all applicable procedures of the Depositary or delivery of Notes in certificated form, together with all necessary endorsements, to the Paying Agent on or after the Optional Repurchase Date at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Optional Repurchase Price therefor. Holders electing to require the Company to repurchase Notes must effect such transfer or delivery to the Paying Agent prior to the Optional Repurchase Date to receive payment of the Optional Repurchase Price on or within two Business Days after the Optional Repurchase Date. The Company shall pay the Optional Repurchase Price within two Business Days after the later of the Optional Repurchase Date or the time of such transfer or delivery of the Notes. An Optional Repurchase Notice may be withdrawn in whole or in part by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the third Business Day prior to the Optional Repurchase Date specifying: (a) the Holder’s name; (b) the principal amount of Notes in respect of which the Optional Repurchase Notice is being withdrawn, which must be an integral multiple of $1,000; (c) if the Notes subject to the notice of withdrawal are in certificated form, the certificate number(s) of all Notes subject to the notice of withdrawal; and (d) the principal amount of Notes, if any, that remains subject to the Optional Repurchase Notice, which must be an integral multiple of $1,000. If Notes subject to the notice of withdrawal are in book-entry form, the above notices must also comply with all applicable procedures of the Depositary. On or before 10:00 a.m. (New York City time) on the Optional Repurchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Optionee. Failing such agreement between the Optionee and the Company within 30 days aggregate Optional Repurchase Price of the date Notes to be purchased pursuant to this Section 2.08. If the Paying Agent holds, in accordance with the terms of the Company's notice electing Indenture, money sufficient to repurchase such Shares, pay the fair market value Optional Repurchase Price of such Shares Notes on the Optional Repurchase Date, then on and after such date, such Notes shall cease to be determined by three appraisersOutstanding and interest on such Notes shall cease to accrue, one designated within five days and all rights of the Holder of such Notes shall terminate (other than the right to receive the Optional Repurchase Price after delivery or transfer of the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not Notes). Such will be the Optionee case whether or his not book-entry transfer of the Notes in book-entry form is made and whether or her legal representative)not Notes in certificated form, one within said period of five days together with the necessary endorsements, are delivered to the Paying Agent. Notwithstanding the foregoing, no Notes may be purchased by the Company in accordance with the provisions of this Section 2.08 if there has occurred and is continuing an Event of Default with respect to the Notes (which appraiser shall not be an officer, director or employee other than a default in the payment of the Company) Optional Repurchase Price). To the extent legally required in connection with a repurchase of Notes, the Company shall comply with the provisions of Rule 13e-4 and other tender offer rules under the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisersExchange Act then applicable, if any, and will file a Schedule TO or any shall be requiredother schedule required under the Exchange Act. The Company may arrange for a third party to purchase Notes for which the Company has received a valid Optional Repurchase Notice that has not been properly withdrawn, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to and otherwise in compliance with the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment requirements set forth herein and service of an appraiser shall be paid by the party appointing such appraiser or, in the case Notes. If a third party purchases any Notes under such circumstances, then interest will continue to accrue on the Notes and such Notes will continue to be Outstanding after the Optional Repurchase Date for all purposes of the appraiser appointed by the appraisers chosen by the Company Indenture and the Optionee, shall will be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon fungible with all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyother Notes then Outstanding.

Repurchase Rights. The Shares owned by the Employee are subject to forfeiture and restrictions on transfer in accordance with the terms and conditions of this Agreement. Subject to the terms of this Agreement, on each month anniversary of the date of this Agreement during the Term, one thirty-sixth (1/36th) of the Shares shall no longer be subject to the repurchase right set forth herein. Other than as expressly reserved or restricted by this Agreement, the Employee shall have all the rights of a stockholder with respect to the Shares unless and until the Company exercises its repurchase rights. The Shareholders may not sell, transfer, alienate pledge or otherwise encumber (i) any Share or fraction thereof, or any interest in a Share or (ii) any other interest in this Agreement, until such Shares are no longer subject to the Company’s repurchase rights as set forth herein. Dividends paid with respect to Shares in cash or property other than shares or rights to acquire shares will be paid to the Employee at the time such dividends are paid to other stockholders. Dividends with respect to Shares paid in shares or rights to acquire shares will be added to and become a part of the Shares. (a) If the Optionee for any reason whatsoever ----------------- (including without limitation deathEmployee’s employment hereunder, disability, or voluntary or involuntary termination) ceases to be employed by is terminated the Company or Banyan Worldwidewill have the right (the “Repurchase Right”), or providing services on behalf of but not the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optioneeobligation, to repurchase purchase from the Employee (or any person to whom Employee shall have transferred any such Shares) all or any portion of the SharesShares as to which the Company’s repurchase right has not expired as set forth above (the “Repurchased Stock”). But, at a in the event Employee is terminated without Cause or he terminates his employment for Good Reason in accordance with Section 4(c) of the Employment Agreement, then the Company shall have no rights under Exhibit B whatsoever. (b) If the Company intends to exercise its Repurchase Right with respect to such Repurchased Stock, the Company must give Shareholder written notice (the “Repurchase Notice”) within 60 days after the applicable Severance Date, that the Company is exercising its Repurchase Right with respect to the Repurchased Stock, which Repurchase Notice will constitute exercise of the Repurchase Right. The Company may exercise each Repurchase Right with respect to all or any portion, of the Repurchased Stock subject to such Repurchase Right. Such Repurchase Right will expire with respect to the Repurchased Stock subject to such Repurchase Right to the extent not exercised by the Company within 60 days after the Severance Date. The price per share equal for the Repurchased Stock will be $0.001 per share (the “Repurchase Price”). (c) If the Company exercises a Repurchase Right with respect to the fair market value of such Shares as of the close of business on any Repurchased Stock, within 30 days after the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of a Repurchase Notice the Company shall deliver to Employee the Repurchase Price for the Shares of Repurchased Stock being purchased and the Optionee. Failing such agreement between the Optionee and Employee shall deliver to the Company within 30 days of the date of certificates, if any, previously delivered to Employee representing such Repurchased Stock, duly endorsed for transfer to the Company's notice electing , or such certificates and a duly executed stock power transferring such shares of Repurchased Stock to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly Business ideas not covered by specific prospect areas 1) A program written in QBASIC to determine the fair market value automatically calculate an extrapolated decline curve from an oil or gas well’s historical production records. 2) An Excel spreadsheet that automatically calculates closure on a metes & bounds — style survey. 3) An Excel spreadsheet that calculates economic parameters for single-well and multiple-well drilling programs. 4) A program written in QBASIC that calculates coherency and other attributes from seismic data. 5) A program written in QBASIC to create a SEG-Y format vector file from a color scan of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination a seismic line. 6) A QBASIC utility to the Optionee facilitate importing waypoint coordinates into a Garmin GPSmap handheld. 7) A QBASIC utility to facilitate importing well location and the Companyproduction information into MapInfo. 8) A QBASIC utility to facilitate importing seismic navigation data into MapInfo.

Repurchase Rights. If (a) Holders will have the Optionee for any reason whatsoever ----------------- right to require the Company to repurchase the Securities on September 30, 2010, September 30, 2015, September 30, 2020, September 30, 2025 and September 30, 2030 (including without limitation deatheach such date, disability, or voluntary or involuntary termination) ceases a "Repurchase Date"). The repurchase price payable will be equal to 100% of the Accreted Principal Amount of the Securities to be employed repurchased, plus accrued and unpaid Interest, if any, to, but not including, the applicable Repurchase Date (the "Repurchase Price"). The Company will be required to repurchase any outstanding Securities for which a Holder delivers a written repurchase notice to the Paying Agent substantially in the form in Section 2.2 (the "Repurchase Notice"). Such notice must be delivered by a Holder during the Company or Banyan Worldwide, or providing services period beginning at any time from the opening of business on behalf of the Company or Banyan Worldwide, date that is 22 Business Days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of relevant Repurchase Date until the close of business on the date second Business Day prior to the applicable Repurchase Date. If the Repurchase Notice is given and withdrawn during such period, the Company will not be obligated to repurchase the related Securities. The Company will pay the Repurchase Price for any Securities submitted for repurchase on the Repurchase Date solely in cash. (b) The Company will give notice to each Holder in accordance with Section 1.6 at least 22 Business Days prior to each Repurchase Date as required by applicable law, stating, among other things, the procedures that Holders must follow to require the Company to repurchase the Securities. (c) The Repurchase Notice given by each Holder electing to require the Company to repurchase Securities on the Repurchase Date must be given so as to be received by the Paying Agent no later than the close of termination business on the second Business Day immediately preceding the Repurchase Date and must state: (i) if certificated, the certificate numbers of the Optionee's employment. Such fair market value shall Securities to be determined by mutual agreement delivered for repurchase; (ii) the portion of the Company Initial Principal Amount of Securities to be repurchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing Securities are to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days repurchased by the Company (which appraiser shall not be an officer, director or employee pursuant to the applicable provisions of the CompanySecurities and this Indenture. If the Securities are Global Securities, the withdrawal notice must comply with the Applicable Procedures. (d) A Holder may withdraw any Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent prior to the close of business on the second Business Day immediately preceding the applicable Repurchase Date. The notice of withdrawal must state: (i) the Initial Principal Amount of Securities being withdrawn; (ii) if certificated, the certificate numbers of the Securities being withdrawn; and (iii) the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisersInitial Principal Amount, if any, of the Securities that remain subject to the Repurchase Notice. If the Securities are Global Securities, the withdrawal notice must comply with the Applicable Procedures. (e) In connection with any repurchase, the Company will, to the extent applicable: (i) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act which may then be applicable; and (ii) file a Schedule TO and any other required schedule under the Exchange Act. (f) The Company's obligation to pay the Repurchase Price for Securities for which a Repurchase Notice has been delivered and not validly withdrawn is conditioned upon the following: A Holder must either effect book-entry transfer or deliver the Securities (if they are in certificated form), together with necessary endorsements, to the office of the Paying Agent after delivery of the Repurchase Notice to receive payment of the Repurchase Price. The Company will cause the Repurchase Price for the Securities to be paid promptly following the later of the applicable Repurchase Date or the time of book-entry transfer or delivery of the Securities, together with such endorsements. (g) The Company shall be requireddeposit cash, shall be appointed, within a reasonable time, as nearly as may be at the time and in the manner provided as contemplated by Section 11.5, sufficient to pay the Repurchase Price of all Securities to be repurchased hereunder. If the Paying Agent holds money sufficient to pay the Repurchase Price of the Securities for which a Repurchase Notice has been given on the second Business Day immediately following the applicable Repurchase Date in accordance with the terms of this Indenture, then, immediately after such Repurchase Date, the Securities will cease to be Outstanding and Interest, if any, on the Securities will cease to accrue, whether or not the Securities are delivered to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the Paying Agent, and all other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case rights of the appraiser appointed by Holder shall terminate, other than the appraisers chosen by right to receive the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two Repurchase Price upon delivery of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanySecurities.

Repurchase Rights. If you exercise the Optionee for any reason whatsoever ----------------- Restoration Option within six (including without limitation death, disability, 6) months prior to or voluntary or involuntary terminationthree (3) ceases to be employed by months after the date your employment with the Company or Banyan Worldwidean Affiliate is terminated for cause, or providing services if you breach any of the covenants contained in Section 10 below, the Company shall have the right and option to repurchase from you, that number of Shares which is equal to the number you purchased upon such exercise(s) within such time periods, and you agree to sell such Shares to the Company. The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on behalf the records of the Company or Banyan Worldwide, (i) within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, or (ii) within thirty (30) days after any exercise of the date specified in Section 8(d) below Restoration Option for the expiration repurchase of these restrictionsShares purchased after your termination of employment. Within thirty (30) days after the mailing of such notice, then during the 90-day period following such termination you shall deliver to the Company may electthe number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, by written notice delivered as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the Optionee, to repurchase all or any portion purchase price paid by you for the Shares. If you have disposed of the Shares, at a price per share equal then in lieu of delivering an equivalent number of Shares to the fair market value Company, you must pay to the Company the amount of such Shares as gain realized by you from the disposition of the close Shares exclusive of business on any taxes due and payable or commissions or fees arising from such disposition. If the date Company exercises its repurchase option prior to the actual issuance and delivery to you of termination any Shares pursuant to the exercise of the Optionee's employmentRestoration Option, no Shares need be issued or delivered. Such fair market value In lieu thereof, the Company shall be determined by mutual agreement return to you the purchase price you tendered upon the exercise of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as Restoration Option to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid extent that it was actually received from you by the Company. Said appraisers shall proceed promptly to determine Following the fair market value occurrence of said Share or Shares by agreement a Change of any two of the appraisers, which shall be conclusive upon all parties Control as defined in interest in such Shares. Promptly following such determinationSection 6 above, the appraisers Company shall mail or deliver such notice of such determination have no right to exercise the Optionee and the Companyrepurchase rights set forth in this Section.

Repurchase Rights. If the Optionee for (a) Upon any reason whatsoever ----------------- Stockholder (including without limitation death, disability, or voluntary or involuntary terminationa “Terminated Stockholder”) ceases ceasing to be employed by by, or engaged as a consultant, advisor or similar position to, or director of, the Company or Banyan Worldwideits subsidiaries (a “Termination Event”), or providing services on behalf subject to the provisions of Section 4.06(b) and (c) hereof, the Company or Banyan Worldwideshall have the option to purchase, prior and if such option is exercised, such Terminated Stockholder shall sell, and shall cause any Permitted Transferees of such Terminated Stockholder to sell, to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of Shares owned by such Stockholder and such Permitted Transferees (the Shares“Termination Securities”) on the date of the occurrence of such Termination Event or acquired pursuant to the exercise of options (including those as exercised arising from a convertible note) or warrants (each an “Exercise Right”), held by such Terminated Stockholder on the date of the occurrence of such Termination Event (the “Termination Date”) at a price per share Termination Security equal to the fair market value of such Shares as Fair Market Value (the “Termination Price”) of the close of business Termination Securities on the date of termination the Termination Event; provided, however, that the Termination Price in respect of the Optionee's employment. Such fair market value any Termination Securities acquired upon an Exercise Right, shall be determined the price, if any, set forth in the applicable option grant agreement, convertible note option agreement or warrant, whichever is lower. (b) The Company shall notify a Terminated Stockholder in writing, within thirty (30) days after the later of (i) the Termination Date or (ii) the date on which Shares are acquired by mutual agreement of such Terminated Stockholder or its Permitted Transferee pursuant to an Exercise Right held by the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of Terminated Stockholder on the date of the Company's notice electing to repurchase such Shares, the fair market value occurrence of such Shares Termination Event, whether the Company will exercise its option to purchase the Termination Securities. (c) The closing of the purchase by the Company of Termination Securities pursuant to Section 4.06(a) shall take place at the principal office of the Company on the date chosen by the Company, which date shall, except as may be determined by three appraisersreasonably necessary to determine the Termination Price, one designated within five in no event be more than sixty (600 days after the termination Company notifies such Terminated Stockholder of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be exercise of its option to purchase the Optionee or his or her legal representativeTermination Securities pursuant to Section 4.06(b). At such closing, one within said period of five days by the Company shall deliver to the Terminated Stockholder and such Terminated Stockholder’s Permitted Transferees appropriate documentation representing such Termination Securities, free and clear of all liens, the Termination Price. (which appraiser d) The Company shall not be an officerpay the Termination Price in cash; provided, director or employee however, that in the sole discretion of the Company) and , the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as Termination Price may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen execution and delivery by the Company and the Optioneeof a promissory note, shall be paid subordinated on terms requested by the Company. Said appraisers shall proceed promptly Company to determine the fair market value of said Share or Shares by agreement of any two indebtedness of the appraisersCompany to any third parties, which shall be conclusive upon all parties bearing interest at the prime rate, per annum, as published in The Wall Street Journal, with principal and accrued interest and payable in equal installments on each of the first four anniversaries of the closing date, if restrictive covenants or other provisions contained in the documents evidencing the Company’s indebtedness for borrowed money from unaffiliated lenders do not permit the Company to make such Shares. Promptly following such determinationpayments in cash (or to the extent partial cash payment is permitted, the appraisers balance to be represented by such a note). (e) The provisions of this Section 4.06 shall mail or deliver such notice terminate upon the consummation of such determination to the Optionee and the CompanyInitial Public Offering.

Repurchase Rights. If A Holder of Notes shall have the Optionee right to require the Company to repurchase such Holder’s Notes, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof), on each of August 1, 2011, August 1, 2016 and August 1, 2021 (each, an “Optional Repurchase Date”) for any reason whatsoever ----------------- cash equal to 100% of the principal amount of the Notes to be repurchased plus unpaid interest (including without limitation deathAdditional Interest, disabilityif any) accrued thereon to the Optional Repurchase Date (such amount, the “Optional Repurchase Price”), subject to satisfaction by or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Holder of the requirements set forth below. On or before to the 30th day prior to each Optional Repurchase Date, the Company shall provide a written notice by first-class mail to the Trustee, any Paying Agent and all Holders (and to beneficial owners as required by applicable law). The notice shall include a form of Optional Repurchase Notice to be completed by the Holder and shall state: (a) the date by which the Optional Repurchase Notice must be delivered to the Paying Agent; (b) the Optional Repurchase Date; (c) the Optional Repurchase Price; (d) the name and address of the Trustee, the Paying Agent and the Conversion Agent; (e) that Notes must be surrendered to the Paying Agent to collect payment of the Optional Repurchase Price; (f) that the Optional Repurchase Price for any Note as to which an Optional Repurchase Notice has been duly given will be paid within two Business Days after the later of the Optional Repurchase Date or Banyan Worldwidethe time at which such Notes are surrendered for repurchase; (g) that, unless the Company defaults in making payment of the Optional Repurchase Price, interest on Notes surrendered for repurchase will cease to accrue on and after the Optional Repurchase Date; (h) that Notes in respect of which an Optional Repurchase Notice is provided by a Holder shall not be convertible in accordance with their terms even if otherwise convertible unless such Holder validly withdraws such Optional Repurchase Notice in accordance with the provisions of this Section 2.08; and (i) the CUSIP number of the Notes. The Company shall also disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information specified in such notice or publish such information in a newspaper of general circulation in The City of New York or on the Company’s website, or through such other public medium as the Company shall deem appropriate at such time. A Holder may exercise its rights specified in this Section 2.08 upon delivery of a written notice of repurchase (an “Optional Repurchase Notice”) to the Paying Agent during the period beginning at any time from the opening of business on the date that is 30 days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of applicable Optional Repurchase Date until the close of business on the date of termination third Business Day prior to such Optional Repurchase Date, stating: (a) if such Notes are in certificated form, the certificate number(s) of the Optionee's employment. Such fair market value Notes which the Holder will deliver to be repurchased; (b) the portion of the principal amount of the Notes to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Notes is in an authorized denomination; and (c) that such Notes shall be determined by mutual agreement repurchased pursuant to the applicable provisions hereof and the Notes. The Paying Agent shall promptly notify the Company in writing of the Company and receipt by it of any Optional Repurchase Notice. Book-entry transfer of Notes in book-entry form in compliance with appropriate procedures of the OptioneeDepositary or delivery of Notes in certificated form, together with all necessary endorsements, to the Paying Agent on or after the Optional Repurchase Date at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Optional Repurchase Price therefor. Failing such agreement between the Optionee and Holders electing to require the Company within 30 days to repurchase Notes must effect such transfer or delivery to the Paying Agent prior to the Optional Repurchase Date to receive payment of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated Optional Repurchase Price on or within five days two Business Days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.the

Repurchase Rights. If Unless the Optionee Administrator determines otherwise, the Restricted Stock Award Agreement shall grant the Company a repurchase option exercisable, at the discretion of the Board, upon the voluntary or involuntary termination of the Participant's service with the Company for any reason whatsoever ----------------- (including including, without limitation limitation, for death, disabilityPermanent Disability or Retirement which must be exercised within ninety (90) days following such termination. The purchase price for unrestricted Shares repurchased pursuant to the Restricted Stock Award Agreement shall be no less than the Fair Market Value of the Shares on the date of termination, and may be paid by cancellation of any indebtedness of the Participant to the Company. The purchase price for all other Shares repurchased pursuant to the Restricted Stock Award Agreement may be paid by cancellation of any indebtedness of the Participant to the Company and shall be the lesser of the Fair Market Value on the date of termination, or voluntary the purchase price paid by the Participant. Such repurchase options shall lapse at a rate determined by the Administrator; provided that, to the extent required at the time of grant by California "Blue Sky" law, for awards of Restricted Stock granted to Participants other than officers, directors or involuntary termination) ceases consultants of the Company, the repurchase option with respect to be employed Shares that are subject to forfeiture shall lapse at the rate of at least 20% per year over five years from the date of grant and the repurchase option with respect to unrestricted Shares shall terminate upon the consummation of an initial underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act. Unless otherwise provided in an Award Agreement, a Participant shall immediately become 100 percent Vested in all his or Banyan Worldwideher outstanding Options or Restricted Stock upon the occurrence of the Participant's death, Permanent Disability or providing services on behalf Retirement while the Participant is in the employ or service of the Company or Banyan Worldwide, prior to any Parent or Subsidiary and upon the date specified occurrence of a Change in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all Control or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyPlan.

Repurchase Rights. If 1. Upon the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed termination of employment of the Grantee by the Company or Banyan Worldwideany of its Subsidiaries for any reason (the reason for the termination of such employment, or providing services on behalf the “Termination Event” and the date of such termination, the “Termination Date”), subject to the provisions of this Section 7 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company or Banyan Worldwideshall have the right (but not the obligation) to purchase, prior and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the date specified in Section 8(d) below for the expiration of these restrictionsCompany, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion (as determined by the Company) of the Shares, Purchased Shares (if any) owned by the Grantee or his Permitted Transferees at a price per share Purchased Share equal to an amount (the fair market value of such Shares “Termination Price”) (as determined pursuant to Section 7(b) below); provided, that the parties acknowledge that any unvested Options held by the Grantee as of the close Termination Date shall be cancelled pursuant to this Agreement. 2. With respect to the Purchased Shares, the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Purchased Shares (the date on which the Grantee is so notified, the “Call Notice Date”). 3. The closing of business the purchase by the Company of Purchased Shares pursuant to this Section 7 shall take place at the principal office of the Company, on the date of termination of chosen by the Optionee's employmentCompany, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. Such fair market value shall be determined by mutual agreement of At such closing, (A) the Company and shall pay the Optionee. Failing Grantee and/or such agreement between the Optionee and the Company within 30 days Grantee’s Permitted Transferees, as applicable, against delivery of the date of the Company's notice electing to repurchase duly endorsed certificates described below representing such Purchased Shares, the fair market value aggregate Termination Price by wire transfer of immediately available federal funds and (B) the Grantee and/or such Grantee’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Purchased Shares shall to be determined by three appraisers, one designated within five days after the termination of said 30-day period purchased by the Optionee Company, duly endorsed, or his with share (or her legal representatives equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (which appraiser shall not be or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the Optionee or his or her legal representative), one within said period of five days Purchased Shares by the Company (which appraiser shall not be an officer, director or employee of the Companyany Person selling such Purchased Shares pursuant to this Section 7(a)(iii) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed a representation and warranty by such Person that: (w) such Person has full right, title and interest in and to such Purchased Shares; (x) such Person has all necessary power and authority and has taken all necessary action to sell such Purchased Shares as having been accomplished unless contemplated; (y) such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment Purchased Shares are free and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement clear of any two of the appraisers, which shall be conclusive upon and all parties in interest in liens or encumbrances; and (z) there is no adverse claim with respect to such Purchased Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If In the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by event that the Company obtains or Banyan Worldwideotherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, or providing services on behalf of each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any portion integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Shares, at Debentures a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company notice thereof and the OptioneeRepurchase Right arising as a result thereof (a "Repurchase Notice"). Failing such agreement between To exercise the Optionee and Repurchase Right, a Holder of Debentures must deliver on or before the Company within 30 days of fifteenth day after the date of the CompanyRepurchase Notice irrevocable written notice to the Exchange Agent of the Holder's notice electing to repurchase such Shares, the fair market value exercise of such Shares shall be determined by three appraisersright, one designated within five together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the termination date of said 30-day period the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the Optionee "Triggering Date") is before July 15, 2000, the product of (a) 120% and (b) the greater of the principal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or his if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or her legal representatives after July 15, 2000, the greater of (which appraiser a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). The obligation of the Company to deliver Exchange Property (or cash in lieu thereof) in exchange for Debentures shall not be survive and continue to apply in full force and effect following and notwithstanding the Optionee or his or her legal representative), one within said period occurrence of five days any event triggering a Repurchase Right. Failure by the Company (which appraiser shall not be to exchange Debentures in accordance with this Third Supplemental Indenture or to repurchase Debentures upon valid exercise of a Repurchase Right will constitute an officer, director or employee Event of Default with respect to the Debentures pursuant to Section 501(7) of the Company) Indenture, and Holders of Debentures will have the third within five days after said appointment last occurring remedies provided for in the Indenture, including acceleration of the indebtedness evidenced by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser orDebentures, in the case event of the appraiser appointed by the appraisers chosen by any such failure. If an offer is made to repurchase Debentures in connection with a Repurchase Right, the Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the OptioneeExchange Act and Rules 13e-1 and 14e-1 thereunder, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyextent applicable to such offer.

Repurchase Rights. 3.1. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by Stockholder’s employment with the Company or Banyan Worldwideany of its subsidiaries (collectively, “MSC”) is terminated by MSC or by the Stockholder voluntarily for any reason, or providing services on behalf of no reason, with or without “Cause” or “Good Reason” (as each such term is used in the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares that certain Employment Agreement dated as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the March 31, 2006 between MSC-Medical Services Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such SharesStockholder (as amended, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative“Employment Agreement”)), one within said period of five days by the Company (which appraiser shall not be an officeror, director at the Company’s election, any parent or employee subsidiary of the Company) shall have the right to purchase (“Repurchase Right”), and the third Stockholder shall, at the election of the Company, be obligated to sell all or any part of the Unvested Shares (as such term is defined below) owned by him at the time of termination, and, if the Stockholder’s employment with MSC is terminated by MSC for Cause or the Stockholder’s violation of any of Sections 10, 11 or 12 of the Employment Agreement, all or any part of the Vested Shares (as such term is defined below), in each case at the purchase price and on the terms provided in Section 3.2. 3.2. The Company may exercise its Repurchase Right by giving written notice to the Stockholder (or his legal representatives) at any time within five 60 days following the termination of his employment with MSC, specifying the number of Vested Shares and Unvested Shares (as applicable) it wishes to purchase. The purchase price per Vested Share and Unvested Share shall be its Original Purchase Price (subject to equitable adjustment upon the occurrence of any Recapitalization Event). 3.3. Within thirty (30) days after said appointment last occurring receipt of the notice of the exercise of any Repurchase Right described in this Agreement, the Stockholder (or his legal representatives) shall deliver to the Company the certificate(s), together with duly executed stock powers, representing the Vested Shares and Unvested Shares being repurchased by the two appraisers so chosen. Successor appraisersCompany, if any shall be requiredagainst payment to the Stockholder (or his legal representatives), shall be appointed, within a reasonable time, as nearly as may be in the manner provided as in Section 5, for the aggregate purchase price for such Vested Shares and Unvested Shares. Upon the date of such notice from the Company to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing Stockholder (or his appointment as such within legal representatives), the time limited for interest of the Stockholder (and of his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, legal representatives) in the case of Vested Shares and Unvested Shares specified in such notice shall automatically terminate, except for the appraiser appointed by the appraisers chosen by right to receive payment from the Company for such Vested Shares and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Unvested Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If In the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by event that the Company obtains or Banyan Worldwideotherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, or providing services on behalf of each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any portion integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Shares, at Debentures a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company notice thereof and the OptioneeRepurchase Right arising as a result thereof (a "Repurchase Notice"). Failing such agreement between To exercise the Optionee and Repurchase Right, a Holder of Debentures must deliver on or before the Company within 30 days of fifteenth day after the date of the CompanyRepurchase Notice irrevocable written notice to the Exchange Agent of the Holder's notice electing to repurchase such Shares, the fair market value exercise of such Shares shall be determined by three appraisersright, one designated within five together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the termination date of said 30-day period the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the Optionee "Triggering Date") is before February 1, 2000, the product of (a) 120% and (b) the greater of the principal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or his if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or her legal representatives after February 1, 2000, the greater of (which appraiser a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). The obligation of the Company to deliver Exchange Property (or cash in lieu thereof) in exchange for Debentures shall not be survive and continue to apply in full force and effect following and notwithstanding the Optionee or his or her legal representative), one within said period occurrence of five days any event triggering a Repurchase Right. Failure by the Company (which appraiser shall not be to exchange Debentures in accordance with this Third Supplemental Indenture or to repurchase Debentures upon valid exercise of a Repurchase Right will constitute an officer, director or employee Event of Default with respect to the Debentures pursuant to Section 501(7) of the Company) Indenture, and Holders of Debentures will have the third within five days after said appointment last occurring remedies provided for in the Indenture, including acceleration of the indebtedness evidenced by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser orDebentures, in the case event of the appraiser appointed by the appraisers chosen by any such failure. If an offer is made to repurchase Debentures in connection with a Repurchase Right, the Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the OptioneeExchange Act and Rules 13e-1 and 14e-1 thereunder, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyextent applicable to such offer.

Repurchase Rights. If you exercise the Optionee for any reason whatsoever ----------------- Option within six (including without limitation death, disability, 6) months prior to or voluntary or involuntary terminationthree (3) ceases to be employed by months after the date your employment with the Company or Banyan Worldwidean Affiliate terminates for any reason, whether voluntary or providing services involuntary, with or without cause (except as a result of death, permanent disability or retirement pursuant to the Company’s retirement plans then in effect), the Company shall have the right and option to repurchase from you, that number of Shares which is equal to the number you purchased upon such exercise(s) within such time periods, and you agree to sell such Shares to the Company. The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on behalf the records of the Company or Banyan Worldwide, (i) within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, or (ii) within thirty (30) days after any exercise of the date specified in Section 8(d) below Option for the expiration repurchase of these restrictionsShares purchased after your termination of employment. Within thirty (30) days after the mailing of such notice, then during the 90-day period following such termination you shall deliver to the Company may electthe number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, by written notice delivered as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the Optionee, to repurchase all or any portion purchase price paid by you for the Shares. If you have disposed of the Shares, at a price per share equal then in lieu of delivering an equivalent number of Shares to the fair market value Company, you must pay to the Company the amount of such Shares as gain realized by you from the disposition of the close Shares exclusive of business on any taxes due and payable or commissions or fees arising from such disposition. If the date Company exercises its repurchase option prior to the actual issuance and delivery to you of termination any Shares pursuant to the exercise of the Optionee's employmentOption, no Shares need be issued or delivered. Such fair market value In lieu thereof, the Company shall be determined by mutual agreement return to you the purchase price you tendered upon the exercise of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as Option to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid extent that it was actually received from you by the Company. Said appraisers shall proceed promptly to determine Following the fair market value occurrence of said Share or Shares by agreement a Change of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determinationControl, the appraisers Company shall mail or deliver such notice of such determination have no right to exercise the Optionee and the Companyrepurchase rights set forth in this Section.

Repurchase Rights. If you exercise the Optionee for any reason whatsoever ----------------- Option within six (including without limitation death, disability, 6) months prior to or voluntary or involuntary terminationthree (3) ceases to be employed by months after the date your employment with the Company or Banyan Worldwidean Affiliate is terminated for Cause, or providing services if you breach any of the covenants contained in Section 10 below, the Company shall have the right and option to repurchase from you, that number of Shares which is equal to the number you purchased upon such exercise(s) within such time periods, and you agree to sell such Shares to the Company. The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on behalf the records of the Company or Banyan Worldwide, (i) within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, or (ii) within thirty (30) days after any exercise of the date specified in Section 8(d) below Option for the expiration repurchase of these restrictionsShares purchased after your termination of employment. Within thirty (30) days after the mailing of such notice, then during the 90-day period following such termination you shall deliver to the Company may electthe number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, by written notice delivered as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the Optionee, to repurchase all or any portion purchase price paid by you for the Shares. If you have disposed of the Shares, at a price per share equal then in lieu of delivering an equivalent number of Shares to the fair market value Company, you must pay to the Company the amount of such Shares as gain realized by you from the disposition of the close Shares exclusive of business on any taxes due and payable or commissions or fees arising from such disposition. If the date Company exercises its repurchase option prior to the actual issuance and delivery to you of termination any Shares pursuant to the exercise of the Optionee's employmentOption, no Shares need be issued or delivered. Such fair market value In lieu thereof, the Company shall be determined by mutual agreement return to you the purchase price you tendered upon the exercise of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as Option to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid extent that it was actually received from you by the Company. Said appraisers shall proceed promptly to determine Following the fair market value occurrence of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties a Change in interest in such Shares. Promptly following such determinationControl, the appraisers Company shall mail or deliver such notice of such determination have no right to exercise the Optionee and the Companyrepurchase rights set forth in this Section 9.

Repurchase Rights. If A Holder of Notes shall have the Optionee right to require the Operating Partnership to repurchase such Holder’s Notes, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof), on each of January 18, 2012, July 15, 2016 and July 15, 2021 (each, an “Optional Repurchase Date”) for any reason whatsoever ----------------- cash equal to 100% of the principal amount of the Notes to be repurchased plus unpaid interest (including without limitation deathAdditional Interest, disabilityif any,) accrued thereon to the Optional Repurchase Date (such amount, the “Optional Repurchase Price”), subject to satisfaction by or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company Holder of the requirements set forth below. On or Banyan Worldwidebefore to the 30th day prior to each Optional Repurchase Date, the Operating Partnership shall provide a written notice by first-class mail to the Trustee, any Paying Agent and all Holders (and to beneficial owners as required by applicable law). The notice shall include a form of Optional Repurchase Notice to be completed by the Holder and shall state: (a) the date by which the Optional Repurchase Notice must be delivered to the Paying Agent; (b) the Optional Repurchase Date; (c) the Optional Repurchase Price; (d) the name and address of the Trustee, the Paying Agent and the Exchange Agent; (e) that Notes must be surrendered to the Paying Agent to collect payment of the Optional Repurchase Price; (f) that the Optional Repurchase Price for any Note as to which an Optional Repurchase Notice has been duly given will be paid within two Business Days after the later of the Optional Repurchase Date or the time at which such Notes are surrendered for repurchase; (g) that, unless the Operating Partnership defaults in making payment of the Optional Repurchase Price, interest on Notes surrendered for repurchase will cease to accrue on and after the Optional Repurchase Date; (h) that Notes in respect of which an Optional Repurchase Notice is provided by a Holder shall not be exchangeable in accordance with their terms even if otherwise exchangeable unless such Holder validly withdraws such Optional Repurchase Notice in accordance with the provisions of this Section 2.08; and (i) the CUSIP number of the Notes. The Operating Partnership shall also disseminate a press release through Dow Jxxxx & Company, Inc. or Bloomberg Business News containing the information specified in such notice or publish such information in a newspaper of general circulation in The City of New York or on the Company’s website, or through such other public medium as the Operating Partnership shall deem appropriate at such time. A Holder may exercise its rights specified in this Section 2.08 upon delivery of a written notice of repurchase (an “Optional Repurchase Notice”) to the Paying Agent during the period beginning at any time from the opening of business on the date that is 30 days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of applicable Optional Repurchase Date until the close of business on the date of termination third Business Day prior to such Optional Repurchase Date, stating: (a) if such Notes are in certificated form, the certificate number(s) of the Optionee's employment. Such fair market value Notes which the Holder will deliver to be repurchased; (b) the portion of the principal amount of the Notes to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Notes is in an authorized denomination; and (c) that such Notes shall be determined by mutual agreement of repurchased pursuant to the Company applicable provisions hereof and the OptioneeNotes. Failing such agreement between The Paying Agent shall promptly notify the Optionee Operating Partnership and the Company within 30 days in writing of the date receipt by it of any Optional Repurchase Notice. Book-entry transfer of Notes in book-entry form in compliance with appropriate procedures of the Company's notice Depositary or delivery of Notes in certificated form, together with all necessary endorsements, to the Paying Agent on or after the Optional Repurchase Date at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Optional Repurchase Price therefor. Holders electing to require the Operating Partnership to repurchase Notes must effect such Sharestransfer or delivery to the Paying Agent prior to the Optional Repurchase Date to receive payment of the Optional Repurchase Price on or within two Business Days after the Optional Repurchase Date. The Operating Partnership shall pay the Optional Repurchase Price within two Business Days after the later of the Optional Repurchase Date or the time of such transfer or delivery of the Notes. An Optional Repurchase Notice may be withdrawn in whole or in part by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the third Business Day prior to the Optional Repurchase Date specifying: (a) the Holder’s name; (b) the principal amount of Notes in respect of which the Optional Repurchase Notice is being withdrawn, which must be an integral multiple of $1,000; (c) if the Notes subject to the notice of withdrawal are in certificated form, the fair market value certificate number(s) of all Notes subject to the notice of withdrawal; and (d) the principal amount of Notes, if any, that remains subject to the Optional Repurchase Notice, which must be an integral multiple of $1,000. If Notes subject to the notice of withdrawal are in book-entry form, the above notices must also comply with the applicable procedures of the Depositary. On or before 10:00 a.m. (New York City time) on the Optional Repurchase Date, the Operating Partnership shall deposit with the Paying Agent (or if the Operating Partnership or an Affiliate of the Operating Partnership is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Optional Repurchase Price of the Notes to be purchased pursuant to this Section 2.08. If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Optional Repurchase Price of such Shares Notes on the Optional Repurchase Date, then on and after such date, such Notes shall cease to be determined by three appraisersOutstanding and interest on such Notes shall cease to accrue, one designated within five days and all rights of the Holder of such Notes shall terminate (other than the right to receive the Optional Repurchase Price after delivery or transfer of the termination Notes). Such will be the case whether or not book-entry transfer of said 30the Notes in book-day period entry form is made and whether or not Notes in certificated form, together with the necessary endorsements, are delivered to the Paying Agent. Notwithstanding the foregoing, no Notes may be purchased by the Optionee or his or her legal representatives Operating Partnership in accordance with the provisions of this Section 2.08 if there has occurred and is continuing an Event of Default with respect to the Notes (which appraiser shall not be other than a default in the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee payment of the Company) Optional Repurchase Price). To the extent legally required in connection with a repurchase of Notes, the Operating Partnership shall comply with the provisions of Rule 13e-4 and other tender offer rules under the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisersExchange Act then applicable, if any, and will file a Schedule TO or any shall be requiredother schedule required under the Exchange Act. The Operating Partnership may arrange for a third party to purchase Notes for which the Operating Partnership has received a valid Optional Repurchase Notice that has not been properly withdrawn, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to and otherwise in compliance with the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment requirements set forth herein and service of an appraiser shall be paid by the party appointing such appraiser or, in the case Notes. If a third party purchases any Notes under such circumstances, then interest will continue to accrue on the Notes and such Notes will continue to be Outstanding after the Optional Repurchase Date for all purposes of the appraiser appointed by the appraisers chosen by the Company Indenture and the Optionee, shall will be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon fungible with all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyother Notes then Outstanding.

Repurchase Rights. If In the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by event that the Company obtains or Banyan Worldwideotherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, or providing services on behalf of each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any portion integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Shares, at Debentures a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company notice thereof and the OptioneeRepurchase Right arising as a result thereof (a "Repurchase Notice"). Failing such agreement between To exercise the Optionee and Repurchase Right, a Holder of Debentures must deliver on or before the Company within 30 days of fifteenth day after the date of the CompanyRepurchase Notice irrevocable written notice to the Exchange Agent of the Holder's notice electing to repurchase such Shares, the fair market value exercise of such Shares shall be determined by three appraisersright, one designated within five together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the termination date of said 30-day period the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the Optionee "Triggering Date") is before July 15, 2000, the product of (a) 120% and (b) the greater of the principal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or his if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or her legal representatives after July 15, 2000, the greater of (which appraiser a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). The obligation of the Company to deliver Exchange Property (or cash in lieu thereof) in exchange for Debentures shall not be survive and continue to apply in full force and effect following and notwithstanding the Optionee or his or her legal representative), one within said period occurrence of five days any event triggering a Repurchase Right. Failure by the Company (which appraiser shall not be to exchange Debentures in accordance with this Fourth Supplemental Indenture or to repurchase Debentures upon valid exercise of a Repurchase Right will constitute an officer, director or employee Event of Default with respect to the Debentures pursuant to Section 501(7) of the Company) Indenture, and Holders of Debentures will have the third within five days after said appointment last occurring remedies provided for in the Indenture, including acceleration of the indebtedness evidenced by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser orDebentures, in the case event of the appraiser appointed by the appraisers chosen by any such failure. If an offer is made to repurchase Debentures in connection with a Repurchase Right, the Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the OptioneeExchange Act and Rules 13e-1 and 14e-1 thereunder, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyextent applicable to such offer.

Repurchase Rights. If (a) In the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) event that the Purchaser ceases to be employed by or serve as a director of or consultant to GSI Group or any of its Affiliates for any reason prior to an Initial Public Offering, the Company Company, during, in the case of termination due to death or Banyan WorldwideDisability, or providing services on behalf the period from the Termination Date until 90 calendar days following the 12 month anniversary of the Company or Banyan WorldwideTermination Date, prior and in all other cases, the 180 calendar days following the Termination Date (as applicable, the “Repurchase Period”), shall, subject to Section 5.2(d), have the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered right to the Optionee, to repurchase purchase all or any portion of the Shares (the “Repurchase Right”). The purchase price for each Share purchased under this Section 5.2(a) shall equal Fair Market Value; provided, however, that, if the Purchaser (i) is terminated for Cause at any time or (ii) fails to comply with Section 5 of the Executive Severance and Restrictive Covenant Agreement in accordance with the terms thereof, the purchase price shall equal the lower of Fair Market Value or Cost. If the Company elects to purchase some or all of the Shares, it shall notify the Purchaser at or before the end of the Repurchase Period of such election and the purchase price for the Shares to be purchased shall be paid in cash to the Purchaser at the following times: (i) if the total repurchase price of all Shares being repurchased from an individual is no more than $250,000, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined time set by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 calendar days of after the date notice is given to the Purchaser of the Company's notice electing ’s election to exercise the Repurchase Right or (ii) if the total repurchase such Sharesprice of all Shares being repurchased from an individual is more than $250,000, at the fair market value of such Shares Company’s election, as to which it shall be determined notify the Purchaser, either (1) at a time set by three appraisers, one designated the Company within five 30 calendar days after the termination date notice is given to the Purchaser of said 30-day period by the Optionee Company’s election to exercise the Repurchase Right or his (2) in three equal installments, with the first installment payable within 30 calendar days after the date notice is given to the Purchaser of the Company’s election to exercise the Repurchase Right, and the second and third installments payable on the first and second anniversaries of such initial payment date, provided in all cases that the Purchaser has presented to the Company a stock certificate or her legal representatives certificates evidencing the Shares to be purchased (which appraiser or an affidavit of loss with respect thereto) duly endorsed for transfer. If the Purchaser fails to deliver such stock certificate or certificates (or an affidavit of loss with respect thereto) duly endorsed for transfer, the Shares represented thereby shall not be deemed to have been purchased upon (i) the Optionee or his or her legal representative), one within said period of five days payment by the Company (which appraiser shall not be an officer, director or employee of the Company) and total purchase price or the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable timefirst installment thereof, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid elected by the Company. Said appraisers shall proceed promptly to determine , for the fair market value of said Share or purchased Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.Purchaser or

Repurchase Rights. If Telepad shall have the Optionee for any reason whatsoever ----------------- (including without limitation deathright, disabilityfrom time to time, or voluntary or involuntary termination) ceases to be employed by commencing on the Company or Banyan WorldwideClosing Date, or providing services on behalf of the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may electat Telepad's option, by written notice delivered to the OptioneeSellers or either Seller, to repurchase require Sellers or such Seller to sell to Telepad, (i) all or any portion part of up to 450,000 Telepad Shares (with such shares being Telepad Preferred Shares, until Sellers or such Seller no longer owns any Preferred Shares, and thereafter Telepad Common Shares, up to the 450,000-share 44 total) at a repurchase price in cash of $0.50 per Telepad Share, with such right expiring at 5:00 p.m. (Washington, DC time) on the 210th day after the Closing Date, and (ii) in addition, if the Telepad Preferred Shares have not converted into Telepad Common Stock on or before the 210th day after the Closing Date, all or part of up to 500,000 Telepad Preferred Shares, at a repurchase price in cash of $1.00 per share equal to Telepad Share, with such right expiring at 5:00 p.m. (Washington, DC time) on the fair market value of 270th day after the Closing Date. The date fixed for any such Shares as of repurchase shall be the close of business on 10th Business Day following the date of termination Sellers' or Seller's receipt of the Optionee's employmentrepurchase notice relating thereto. Such fair market value On or before the repurchase date, each Seller who has Telepad Shares subject to such a repurchase notice shall surrender the certificate(s) representing such Telepad Shares to Telepad and shall thereupon be entitled to receive payment therefor provided in this Section 8.07. If less than all the Telepad Shares represented by any such surrendered certificate are repurchased, a new certificate shall be determined by mutual agreement issued representing the unpurchased Telepad Shares. Payment of the Company and repurchase price for the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Telepad Shares shall be determined by three appraisers, one designated within five days made on the later of the repurchase date or the fifth Business Day after the termination surrender of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosensuch certificate. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as Dividends with respect to the related original appointment. No appointment Telepad Shares so purchased shall be deemed as having been accomplished unless cease to accrue after the repurchase date, and all rights whatsoever with respect to such appraiser Telepad Shares so purchased shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyterminate.

Repurchase Rights. Subject to Section 5.2, if, prior to the time that the Company completes a Qualified Public Offering, an Employee Stockholder's employment or service with the Company or any Subsidiary terminates for any reason, during the period commencing on the date of such termination and ending on the date that the Company completes a Qualified Public Offering, in addition to any repurchase right of the Company or the Institutional Investors, as the case may be, with respect to unvested shares of Restricted Stock (as defined in the Stock Inventive Plan) as provided in the Stock Incentive Plan, the Company and, to the extent the Company does not exercise such right, the Institutional Investors, shall have the right, but not the obligation, to purchase from such Employee Stockholder, and such Employee Stockholder shall have the obligation to sell to the Company or the Institutional Investors, as the case may be, all, but not less than all of the Shares (including Shares acquired pursuant to a stock or option grant) owned by such Employee Stockholder as of the date of repurchase at a per share price equal to the Repurchase Price (such right, the "Repurchase Right"). (a) If the Optionee for any reason whatsoever ----------------- Company or the Institutional Investors, as the case may be, exercises the Repurchase Right following such Employee Stockholder's termination of employment or service, as applicable, (including without limitation death, disability, or voluntary or involuntary terminationi) ceases to be employed by the Company or Banyan Worldwideany Subsidiary without Cause (as defined in the Stock Incentive Plan) or (ii) as a result of death or permanent disability of the Employee Stockholder, the aggregate Repurchase Price for all SPA Shares and Other Shares so repurchased shall be paid in a lump-sum at the time of repurchase. (b) If the Company or providing services on behalf the Institutional Investors, as the case may be, exercises the Repurchase Right following an Employee Stockholder's termination of employment or service, as applicable, by the Company or any Subsidiary for Cause (as defined in the Stock Incentive Plan), the aggregate Repurchase Price for such SPA Shares and Other Shares repurchased shall be paid in a lump-sum at the time of repurchase, or, in the sole discretion of the Company or Banyan Worldwidethe Institutional Investors, prior to as the date specified case may be, in Section 8(dthe form of the Promissory Note. (c) below for the expiration of these restrictions, then during the 90-day period following such termination If the Company or the Institutional Investors, as the case may electbe, exercises the Repurchase Right following an Employee Stockholder's termination of employment or service, as applicable, by written notice delivered to the OptioneeEmployee Stockholder for any other reason, to repurchase all or any portion of (i) the Shares, at a price per share equal to the fair market value of aggregate Repurchase Price for such SPA Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser repurchased shall be paid by in a lump-sum at the party appointing time of repurchase, and (ii) the aggregate Repurchase Price for such appraiser Other Shares repurchased shall be paid in a lump-sum at the time of repurchase, or, in the case sole discretion of the appraiser appointed by Company or the appraisers chosen by Institutional Investors, as the Company and case may be, in the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two form of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyPromissory Note.

Repurchase Rights. If (a) For the Optionee for any reason whatsoever ----------------- (including without limitation deathavoidance of doubt, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior New Topco Units are subject to the date specified in Section 8(d) below for the expiration rights of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, Topco LP to repurchase all or any portion the units in accordance the Topco LP Agreement. The repurchase rights will include the right of Topco LP to repurchase the Shares, at New Topco Units for a purchase price per share equal to the fair market value of such Shares as of the close of business Fair Market Value on the date of termination repurchase, provided that the purchase price will be equal to the lesser of the Optionee's employment. Such fair market value shall unreturned cost paid for such units (which may be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of (but not below) zero) or Fair Market Value on the date of repurchase (i) in the Company's notice electing to repurchase such Shares, the fair market value event of such Shares shall be determined by three appraisers, one designated within five days after the a termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days Subscriber’s employment with Topco LP and its Affiliates by the Company for Cause or (ii) in the event Subscriber materially breaches any non-competition, non-solicitation or other restrictive covenant to which appraiser shall not Subscriber is subject pursuant to the Employment Agreement or any other agreement between Subscriber and Topco LP or any of its Affiliates. In addition, the repurchase rights will include the right of Topco LP to pay the repurchase price with a promissory note bearing a market rate of interest and with customary terms in accordance with the Topco LP Agreement, which note will be an officerpayable no later than the earlier of (A) six years after the applicable repurchase date if the General Partner determines, director or employee in its good faith discretion, that Topco LP and its Subsidiaries have liquidity sufficient to satisfy payment of the Companyrepurchase price, (B) and seven years after the third within five days after said appointment last occurring by applicable repurchase date, or (C) the two appraisers so chosen. Successor appraisersoccurrence of a Change in Control. (b) For purposes of this Agreement, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser following terms shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.meanings:

Repurchase Rights. If A Holder of Notes shall have the Optionee right to require the Issuer to repurchase such Holder’s Notes, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof), on each of January 15, 2013, January 15, 2018 and January 15, 2023 (each, an “Optional Repurchase Date”) for any reason whatsoever ----------------- cash equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest (including without limitation deathAdditional Interest, disabilityif any,) to, but not including, the Optional Repurchase Date (such amount, the “Optional Repurchase Price”), subject to satisfaction by or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company Holder of the requirements set forth below. On or Banyan Worldwidebefore the 10th Business Day prior to each Optional Repurchase Date, the Issuer shall provide a written notice by first-class mail to the Trustee, any Paying Agent and all Holders (and to beneficial owners as required by applicable law). The notice shall include a form of Optional Repurchase Notice to be completed by the Holder and shall state: (a) the date by which the Optional Repurchase Notice must be delivered to the Paying Agent; (b) the Optional Repurchase Date; (c) the Optional Repurchase Price; (d) the name and address of the Trustee, the Paying Agent and the Exchange Agent; (e) that Notes must be surrendered to the Paying Agent to collect payment of the Optional Repurchase Price and the procedures that Holders must follow to require the Issuer to repurchase their Notes; (f) that the Optional Repurchase Price for any Note as to which an Optional Repurchase Notice has been duly given shall be paid within two Business Days after the later of the Optional Repurchase Date or the time at which such Notes are surrendered for repurchase; (g) that, unless the Issuer defaults in making payment of the Optional Repurchase Price, interest on Notes surrendered for repurchase shall cease to accrue on and after the Optional Repurchase Date; (h) that Notes in respect of which an Optional Repurchase Notice is provided by a Holder shall not be exchangeable in accordance with their terms and pursuant to Section 2.11 hereof even if otherwise exchangeable unless such Holder validly withdraws such Optional Repurchase Notice in accordance with the provisions of this Section 2.08; and (i) the CUSIP number of the Notes. The Issuer shall also disseminate a press release through PR Newswire, Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information specified in such notice or publish such information in a newspaper of general circulation in The City of New York, or through such other public medium as the Issuer shall deem appropriate at such time. In addition, the Parent Guarantor shall post any such press release on its website or disseminate it through any other appropriate public medium. A Holder may exercise its rights specified in this Section 2.08 by delivery of a written notice of repurchase (an “Optional Repurchase Notice”) to the Paying Agent during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of applicable Optional Repurchase Date until the close of business on the date of termination second Business Day prior to such Optional Repurchase Date, stating: (a) if such Notes are in certificated form, the certificate number(s) of the Optionee's employmentNotes which the Holder shall deliver to be repurchased; (b) the portion of the principal amount of the Notes to be repurchased, in integral multiples of $1,000, provided that any remaining principal amount of Notes to be held by a Holder after such repurchase is in an authorized denomination; and (c) that such Notes shall be repurchased by the Issuer pursuant to the applicable provisions hereof and the Notes. The Paying Agent shall promptly notify the Issuer and the Parent Guarantor in writing of the receipt by it of any Optional Repurchase Notice. Book-entry transfer of Notes in book-entry form in compliance with appropriate procedures of the Depositary or delivery of Notes in certificated form, together with all necessary endorsements, to the Paying Agent at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Optional Repurchase Price therefor. Holders electing to require the Issuer to repurchase Notes must effect such transfer or delivery to the Paying Agent on or prior to the Optional Repurchase Date to receive payment of the Optional Repurchase Price on or within two Business Days after the Optional Repurchase Date. The Issuer shall pay the Optional Repurchase Price within two Business Days after the later of the Optional Repurchase Date or the time of such transfer or delivery of the Notes. An Optional Repurchase Notice may be withdrawn in whole or in part by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the second Business Day prior to the Optional Repurchase Date specifying: (a) the Holder’s name; (b) the principal amount of Notes in respect of which the Optional Repurchase Notice is being withdrawn, which must be an integral multiple of $1,000; (c) the principal amount of Notes, if any, that remains subject to the Optional Repurchase Notice, which must be an integral multiple of $1,000; and (d) if the Notes subject to the notice of withdrawal are in certificated form, the certificate number(s) of all Notes subject to the notice of withdrawal. If Notes subject to the notice of withdrawal are in book-entry form, the above notices must also comply with the applicable procedures of the Depositary. On or before 10:00 a.m. (New York City time) on the Optional Repurchase Date, the Issuer shall deposit with the Paying Agent (or if the Issuer or an Affiliate of the Issuer is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Optional Repurchase Price of the Notes to be purchased pursuant to this Section 2.08. If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Optional Repurchase Price of such Notes on the Optional Repurchase Date, then on and after such date, such Notes shall cease to be Outstanding and interest on such Notes shall cease to accrue, and all rights of the Holder of such Notes shall terminate (other than the right to receive the Optional Repurchase Price after delivery or transfer of the Notes). Such fair market value shall be determined by mutual agreement the case whether or not book-entry transfer of the Company Notes in book-entry form is made and whether or not Notes in certificated form, together with the Optioneenecessary endorsements, are delivered to the Paying Agent. Failing such agreement between Notwithstanding the Optionee foregoing, no Notes may be purchased by the Issuer in accordance with the provisions of this Section 2.08 if there has occurred and is continuing an Event of Default with respect to the Company within 30 days Notes (other than a default in the payment of the date Optional Repurchase Price). To the extent legally required in connection with a repurchase of Notes under this Section 2.08, the Issuer shall comply with the provisions of Rule 13e-4 and other tender offer rules under the Exchange Act then applicable, if any, and shall file a Schedule TO or any other schedule required under the Exchange Act. The Issuer may arrange for a third party to purchase Notes for which the Issuer has received a valid Optional Repurchase Notice that has not been properly withdrawn, in the manner and otherwise in compliance with the requirements set forth herein and in the Notes. If a third party purchases any Notes under such circumstances, then interest shall continue to accrue on the Notes and such Notes shall continue to be Outstanding after the Optional Repurchase Date for all purposes of the Company's notice electing Original Indenture and, subject to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be requiredcompliance with applicable law, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the fungible with all other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyNotes then Outstanding.

Repurchase Rights. If The Company shall have the Optionee for right, but not the obligation, at any reason whatsoever ----------------- time on or before a Triggering Event (including without limitation deathas defined below) or at any time after the 60 month 31 LEGAL*59869719.2 anniversary of the T1 Closing Date, disability, or voluntary or involuntary termination) ceases to be employed purchase all of the Voting Shares owned by the Company Purchaser (excluding, for greater certainty, any Warrants) (collectively, the “Investment Shares”) at a purchase price per Investment Share equal to the Repurchase/Put Price (as hereinafter defined) which shall be payable in either cash or Banyan WorldwideCanopy Shares, or providing services on behalf as determined in the sole discretion of the Company; provided, however, that, in the event that the Company exercises such purchase right on or Banyan Worldwidebefore the earliest of: (i) the Company’s acquisition, prior indirectly, of all of the issued and outstanding shares of Lemurian, Inc.; (ii) the Company’s acquisition, indirectly, of all of the issued and outstanding membership interests of Mountain High Products, LLC; (iii) the Company’s acquisition, indirectly, of all of the issued and outstanding membership interests of Wana Wellness, LLC; (iv) the Company’s acquisition, indirectly, of all of the issued and outstanding membership interests of The Cima Group, LLC; and (v) the Acreage Acquisition (collectively, the “Triggering Events”), the Repurchase/Put Price shall be equal to the date specified per Investment Share value at the applicable Closing and shall be paid in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following cash. The Company shall exercise such termination the Company may elect, purchase rights by written notice delivered (“Exercise Notice”) given to the Optionee, to repurchase all or any portion Purchaser and in the event such exercise occurs after the 60 month anniversary of the SharesT1 Closing Date, at a price per share the Company shall either pay to the Purchaser: (i) an amount in cash equal to the fair market aggregate amount of the Repurchase/Put Price payable to such Purchaser by wire transfer of immediately available funds; or (ii) the Company shall cause Canopy to issue the number of Canopy Shares having an aggregate value equal to aggregate Repurchase/Put Price payable to such Purchaser to be determined by dividing such aggregate Repurchase/Put Price by the Fair Market Value of such Shares a Canopy Share measured as of the close of business on second Trading Day immediately preceding the date of termination issuance. In the event that (i) the Repurchase/Put Price is satisfied in Canopy Shares; (ii) the Purchaser sells such Canopy Shares within 10 days of the Optionee's employment. Such fair market value shall be determined by mutual agreement issuance of such Canopy Shares; (iii) the Purchaser provides the Company with evidence of the gross proceeds from the sale of such Canopy Shares; and (iv) the gross proceeds from the sale of such Canopy Shares are less than the Repurchase/Put Price, then, in such circumstances, the Company shall make a cash payment to the Purchaser equal to the difference between the gross proceeds from the sale of such Canopy Shares and the OptioneeRepurchase/Put Price. Failing such agreement between The Company may assign its rights under this Section 7.3 to any Person; provided, that the Optionee assignee agrees to be bound by the terms of this Agreement and assumes all of the Company’s obligations hereunder; provided further, that the Company remains primarily liable if the assignee does not perform under this Agreement. The closing of any such purchase and sale transaction shall occur within 30 days of the date of Company (or its assignee) delivering the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by Exercise Notice. The Purchaser agrees that it will perform its obligations hereunder and will ratify and confirm all that the Company (which appraiser shall not may do or cause to be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as done pursuant to the related original appointmentforegoing. No appointment The Purchaser agrees that it shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the execute and deliver all documents and agreements, and take all other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser oractions, in the case of the appraiser appointed by the appraisers chosen by that the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly may reasonably request in order to determine the fair market value of said Share or Shares by agreement of consummate any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyrepurchase as contemplated herein.

Repurchase Rights. If Each Share acquired upon exercise of this Option shall be subject to the Optionee provisions of this Section 4(b), and the Participant, by exercising this Option, agrees to take such actions then or thereafter as the Committee may from time to time require to effectuate or facilitate the administration of this Section 4(b). i. Upon termination of the Participant’s service for any reason whatsoever ----------------- (including including, without limitation limitation, as a result of death, disability, incapacity, retirement, resignation, or voluntary dismissal with or involuntary terminationwithout Cause) ceases at any time prior to an Initial Public Offering, the Company shall have the right and option, but not the obligation (the “Repurchase Right”), to purchase from the Participant or such other person as then holds Shares acquired upon exercise of this Option, or any of them, any or all of the Shares acquired upon exercise of this Option. If the Company exercises the Repurchase Right, it shall pay the holder as the purchase price for any Share so purchased an amount (the “Purchase Price”) equal to the Fair Market Value of such Share as of the date of such repurchase; provided that if termination of Employment was for Cause, the Purchase Price shall equal the lower of such Fair Market Value or the Option Price paid upon exercise of this Option for such Shares pursuant to Section 2 above. ii. The Company may exercise the Repurchase Right described in Section 4(b)(i) above as to any Share by giving the holder of the Share a written notice of election to purchase at any time after the later of (A) the date of the termination of the Participant’s Employment, or (B) the date on which such Share is acquired upon exercise of this Option, but no later than the date which falls seven months after the later of (A) and (B). Any such notice of election shall specify the number of Shares to be employed purchased and the Purchase Price for such Shares. The closing for the purchase by the Company or Banyan Worldwide, or providing services on behalf of such Shares pursuant to the provisions of this Section 4(b) will take place at the offices of the Company or Banyan Worldwide, prior to on the date specified in Section 8(dsuch written notice, which date shall be a business day not later than sixty (60) below days after the date such notice is given. At such closing, the holder of the Share or Shares to be repurchased shall deliver such Shares, duly endorsed for transfer, against payment in full (in cash or by certified or official bank check) of the expiration of these restrictions, then during Purchase Price therefor. iii. In the 90-day period following such termination event that the Company may electchooses not to exercise its Repurchase Right under this Section 4(b), by written notice delivered the Shares subject to the OptioneeRepurchase Right shall thereafter cease to be subject thereto. Stock Option Agreement 3 iv. In order to facilitate the repurchase by the Company of Shares acquired upon exercise of this Option, the stock certificates representing the Shares shall, for so long as such Shares are subject to repurchase all or any portion of pursuant to this Section 4(b), remain in the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date custody of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed 9.1 Except as otherwise agreed by the Company in writing, including pursuant to an applicable award agreement or Banyan Worldwidean employment agreement, or providing services following a Subject Party’s Termination of Relationship for any reason, each Award held by such Subject Party that remains unvested pursuant to the terms of the award agreement on behalf the date of notice of such Termination of Relationship shall be automatically forfeited without the need for any further action by any Person, together with the right to receive any payments that would have been payable thereon. 9.2 Following a Subject Party’s Termination of Relationship for any reason, the Company or Banyan Worldwideits designee shall have the right (the “Repurchase Right”), prior but not the obligation, upon delivery of a written notice (a “Repurchase Notice”) to such Subject Party and any transferee of such Subject Party to whom such Subject Party has transferred Common Stock hereunder (collectively, the “Redeemed Holder”), within one (1) year after the later of (i) such Subject Party’s date of Termination of Relationship and (ii) the date specified in Section 8(dsuch Subject Party exercises any Award that is vested (but unexercised) below for on or becomes vested after such Subject Party’s date of Termination of Relationship (the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee“Repurchase Termination Date”), to repurchase all or any portion of the Redeemed Holder’s shares of Common Stock issued pursuant to an Award (“Award Shares”) that have not been forfeited pursuant to Section 9.1 as of such date of Termination of Relationship (the “Redeemed Securities”). 9.3 If the Company or its designee elects to exercise its Repurchase Right, at the repurchase price for Redeemed Securities shall be determined as set forth below: (a) If the Subject Party was deemed a price per share Good Leaver, all of the Redeemed Securities may be repurchased for an amount equal to the fair market value of such Shares as Fair Market Value of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be Common Stock determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days as of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee delivery of the CompanyRepurchase Notice; and (b) and If the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisersSubject Party was deemed a Bad Leaver, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser then (i) no consideration shall be paid by the party appointing Company or its designee to repurchase Redeemed Securities that are unvested Award Shares and (ii) all other Redeemed Securities can be repurchased for the lesser of (x) the price paid by the Subject Party for such appraiser orRedeemed Securities and (y) an amount equal to the Fair Market Value of the Common Stock as of the date of delivery of the Repurchase Notice. 9.4 The aggregate repurchase price for Redeemed Securities repurchased pursuant to this Section 9 shall be paid in cash in a single lump sum payment at the closing of such repurchase. 9.5 The closing of the purchase of the Redeemed Securities pursuant to this Section 9 shall take place on a date designated by the Company; provided, that the Company may, to the fullest extent permitted by law, defer the closing of the repurchase beyond such date. Notwithstanding anything herein to the contrary, including any deferral of the closing 19 of any repurchase pursuant to this Section 9, the repurchase of the Redeemed Securities shall, to the fullest extent permitted by law, be deemed effective, and the Subject Party shall cease to have any rights with respect thereto (other than the right to receive the repurchase price determined pursuant to Section 9.3) immediately upon delivery of the Repurchase Notice. 9.6 In the event that Redeemed Securities are purchased pursuant to this Section 9, the Redeemed Holder, and such Person’s successors, assigns or representatives, will take all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase in a timely manner. 9.7 The Company or its designee purchasing the Redeemed Securities will pay for the Redeemed Securities purchased pursuant to this Section 9 by delivery of a check or wire transfer of funds, in exchange for the case delivery by the Redeemed Holder of the appraiser appointed certificates representing such Common Stock duly endorsed for transfer to the Company or its designee, as applicable, accompanied by duly executed stock powers or assignment forms, or in the event any such certificates are alleged to have been lost, stolen or destroyed, an affidavit of lost, stolen or destroyed certificates to be delivered to the Company in a form reasonably satisfactory to the Company (including, if so requested, a bond in customary amount), and evidence of good title to the Redeemed Securities so purchased and the absence of liens, encumbrances and adverse claims with respect thereto. The Company shall have the right to record such transfer on its books and records without the consent of the Redeemed Holder. Upon the exercise of the Redemption Right, the Redeemed Holder shall transfer such Redeemed Securities free and clear of all liens and other encumbrances by delivering such instruments of transfer to the Company or its designee, as requested by the appraisers chosen Company. 9.8 The Company or its designee purchasing the Redeemed Securities will be entitled to require the Redeemed Holder to provide representations and warranties regarding (w) its power, authority and legal capacity to enter into such repurchase, (x) valid right, title and interest in, and ownership of, the Redeemed Securities, (y) the absence of any liens on the Redeemed Securities, and (z) the absence of any violation, in any material respect, or default under, or acceleration of any material agreement or instrument pursuant to which the Redeemed Holder or the assets of the Redeemed Holder are bound as a result of such repurchase. Should the Company or any of its designees elect to exercise any Repurchase Rights pursuant to this Section 9 regardless of whether the Redeemed Holder delivers any Redeemed Securities in accordance with the terms hereof, the Company may, at its option, upon delivery of the Repurchase Notice, in addition to all other remedies it may have, (1) cancel on its books such Redeemed Securities registered in the name of the Redeemed Holder and (2) issue to the purchaser, in lieu thereof, the same class of securities of the Company registered in the purchaser’s name (or if the Company is the purchaser, cancel such Common Stock), and all of the Redeemed Holder’s right, title and interest in and to the Redeemed Securities shall terminate in all respects. 9.9 Notwithstanding anything to the contrary contained in this Agreement, all purchases of Redeemed Securities by the Company shall be subject to applicable restrictions contained in federal law and the OptioneeDelaware General Corporation Law and in the Company’s and its respective Subsidiaries’ debt and equity financing agreements. Notwithstanding anything to the contrary contained in this Agreement, shall be paid if any such restrictions prohibit or otherwise delay the purchase by the Company. Said appraisers Company of Redeemed Securities hereunder which the Company is otherwise entitled or required to make, then the Company shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two make such purchases within thirty (30) days of the appraisers, which shall be conclusive upon all parties in interest in date that it is permitted to do so under such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyrestrictions.

Repurchase Rights. If In the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by event that the Company obtains or Banyan Worldwideotherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, or providing services on behalf of each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any portion integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Shares, at Debentures a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company notice thereof and the OptioneeRepurchase Right arising as a result thereof (a "Repurchase Notice"). Failing such agreement between To exercise the Optionee and Repurchase Right, a Holder of Debentures must deliver on or before the Company within 30 days of fifteenth day after the date of the CompanyRepurchase Notice irrevocable written notice to the Exchange Agent of the Holder's notice electing to repurchase such Shares, the fair market value exercise of such Shares shall be determined by three appraisersright, one designated within five together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the termination date of said 30-day period the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the Optionee "Triggering Date") is before August 15, 2000, the product of (a) 120% and (b) the greater of the principal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or his if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or her legal representatives after August 15, 2000, the greater of (which appraiser a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). The obligation of the Company to deliver Exchange Property (or cash in lieu thereof) in exchange for Debentures shall not be survive and continue to apply in full force and effect following and notwithstanding the Optionee or his or her legal representative), one within said period occurrence of five days any event triggering a Repurchase Right. Failure by the Company (which appraiser shall not be to exchange Debentures in accordance with this Fourth Supplemental Indenture or to repurchase Debentures upon valid exercise of a Repurchase Right will constitute an officer, director or employee Event of Default with respect to the Debentures pursuant to Section 501(7) of the Company) Indenture, and Holders of Debentures will have the third within five days after said appointment last occurring remedies provided for in the Indenture, including acceleration of the indebtedness evidenced by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser orDebentures, in the case event of the appraiser appointed by the appraisers chosen by any such failure. If an offer is made to repurchase Debentures in connection with a Repurchase Right, the Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the OptioneeExchange Act and Rules 13e-1 and 14e-1 thereunder, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyextent applicable to such offer.

Repurchase Rights. If A Holder of Notes shall have the Optionee right to require the Partnership to repurchase such Holder’s Notes, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof), on each of August 18, 2011, August 15, 2016 and August 15, 2021 (each, an “Optional Repurchase Date”) for any reason whatsoever ----------------- cash equal to 100% of the principal amount of the Notes to be repurchased plus unpaid interest (including without limitation deathAdditional Interest, disabilityif any) accrued thereon up to, but excluding, the Optional Repurchase Date (such amount, the “Optional Repurchase Price”), subject to satisfaction by or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company Holder of the requirements set forth below. On or Banyan Worldwidebefore to the 30th day prior to each Optional Repurchase Date, the Partnership shall provide a written notice by first-class mail to the Trustee, any Paying Agent and all Holders (and to beneficial owners as required by applicable law). The notice shall include a form of Optional Repurchase Notice to be completed by the Holder and shall state: (a) the date by which the Optional Repurchase Notice must be delivered to the Paying Agent; (b) the Optional Repurchase Date; (c) the Optional Repurchase Price; (d) the name and address of the Trustee, the Paying Agent and the Exchange Agent; (e) that Notes must be surrendered to the Paying Agent to collect payment of the Optional Repurchase Price; (f) that the Optional Repurchase Price for any Note as to which an Optional Repurchase Notice has been duly given will be paid within two Business Days after the later of the Optional Repurchase Date or the time at which such Notes are surrendered to the Trustee or the Paying Agent for repurchase; (g) that, unless the Partnership defaults in making payment of the Optional Repurchase Price, interest on Notes surrendered for repurchase will cease to accrue on and after the Optional Repurchase Date; (h) that Notes in respect of which an Optional Repurchase Notice is provided by a Holder shall not be exchangeable in accordance with their terms even if otherwise exchangeable unless such Holder validly withdraws such Optional Repurchase Notice in accordance with the provisions of this Section 2.08; and (i) the CUSIP number of the Notes. The Partnership shall also disseminate a press release through Dow Xxxxx & Company, Inc. or Bloomberg Business News containing the information specified in such notice or publish such information in a newspaper of general circulation in The City of New York or on the Company’s website, or through such other public medium as the Partnership shall deem appropriate at such time. A Holder may exercise its rights specified in this Section 2.08 upon delivery of a written notice of repurchase (an “Optional Repurchase Notice”) to the Paying Agent during the period beginning at any time from the opening of business on the date that is 30 days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of applicable Optional Repurchase Date until the close of business on the date of termination third Business Day prior to such Optional Repurchase Date, stating: (a) if such Notes are in certificated form, the certificate number(s) of the Optionee's employment. Such fair market value Notes which the Holder will deliver to be repurchased; (b) the portion of the principal amount of the Notes to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Notes is in an authorized denomination; and (c) that such Notes shall be determined by mutual agreement of repurchased pursuant to the Company applicable provisions hereof and the OptioneeNotes. Failing such agreement between The Paying Agent shall promptly notify the Optionee Partnership and the Company within 30 days in writing of the date receipt by it of any Optional Repurchase Notice. Book-entry transfer of Notes in book-entry form in compliance with appropriate procedures of the Company's notice Depositary or delivery of Notes in certificated form, together with all necessary endorsements, to the Paying Agent shall be a condition to the receipt by the Holder of the Optional Repurchase Price therefor. Holders electing to require the Partnership to repurchase Notes must effect such Sharestransfer or delivery to the Paying Agent prior to the Optional Repurchase Date to receive payment of the Optional Repurchase Price on or within two Business Days after the Optional Repurchase Date. The Partnership shall pay the Optional Repurchase Price within two Business Days after the later of the Optional Repurchase Date or the time of such transfer or delivery of the Notes. An Optional Repurchase Notice may be withdrawn in whole or in part by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the third Business Day prior to the Optional Repurchase Date specifying: (a) the Holder’s name; (b) the principal amount of Notes in respect of which the Optional Repurchase Notice is being withdrawn, which must be an integral multiple of $1,000; (c) if the Notes subject to the notice of withdrawal are in certificated form, the fair market value certificate number(s) of all Notes subject to the notice of withdrawal; and (d) the principal amount of Notes, if any, that remains subject to the Optional Repurchase Notice, which must be an integral multiple of $1,000. If Notes subject to the notice of withdrawal are in book-entry form, the above notices must also comply with the applicable procedures of the Depositary. On or before 10:00 a.m. (New York City time) on the Optional Repurchase Date, the Partnership shall deposit with the Paying Agent (or if the Partnership or an Affiliate of the Partnership is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate Optional Repurchase Price of the Notes to be repurchased pursuant to this Section 2.08. If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Optional Repurchase Price of such Shares Notes on the Optional Repurchase Date, then on and after such date, such Notes shall cease to be determined Outstanding and interest on such Notes shall cease to accrue, and all rights of the Holder of such Notes shall terminate (other than the right to receive the Optional Repurchase Price after delivery or transfer of the Notes to the Trustee or the Paying Agent for such purpose). Such will be the case whether or not book-entry transfer of the Notes in book-entry form is made and whether or not Notes in certificated form, together with the necessary endorsements, are delivered to the Paying Agent. To the extent that the aggregate amount of cash deposited by three appraisersthe Partnership hereunder exceeds the aggregate Optional Repurchase Price, one designated within five days then, promptly after the termination of said 30-day period Optional Repurchase Date, the Trustee or Paying Agent, as the case may be, shall return any such excess cash to the Partnership. Notwithstanding the foregoing, no Notes may be repurchased by the Optionee Partnership in accordance with the provisions of this Section 2.08 if there has occurred and is continuing an Event of Default with respect to the Notes (other than a default in the payment of the Optional Repurchase Price). To the extent legally required in connection with a repurchase of Notes, the Partnership shall comply with the provisions of Rule 13e-4 and other tender offer rules under the Exchange Act then applicable, if any, and will file with the Commission a Schedule TO or his any other schedule required under the Exchange Act. The Partnership may arrange for a third party to purchase Notes for which the Partnership has received a valid Optional Repurchase Notice that has not been properly withdrawn, in the manner and otherwise in compliance with the requirements set forth herein and in the Notes. If a third party purchases any Notes under such circumstances, then interest will continue to accrue on the Notes and such Notes will continue to be Outstanding after the Optional Repurchase Date for all purposes of the Indenture and will be fungible with all other Notes then Outstanding. The Trustee or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative)Paying Agent, one within said period of five days as applicable, are hereby authorized to take actions upon Partnership Request to effect such purchase upon delivery by the Company (which appraiser shall not be an officer, director Partnership to the Trustee or employee Paying Agent of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly such documents as may be in required under the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyIndenture.

Repurchase Rights. If (a) Subject to the Optionee satisfaction of the requirements of this Section 3.02, Holders will have the right to require the Company to repurchase the Notes on November 1, 2011, November 1, 2014 and November 1, 2019 (each, a "Repurchase Date") for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases a repurchase price in cash equal to 100% of the Accreted Principal Amount of the Notes to be employed by repurchased, plus accrued and unpaid Interest, if any, to, but not including, the Repurchase Date (the "Repurchase Price"). The Company or Banyan Worldwide, or providing services will be required to repurchase any outstanding Notes for which a Holder delivers a written repurchase notice to the Paying Agent in the form attached as Annex C to Exhibit A hereto during the period beginning at any time from the opening of business on behalf of the Company or Banyan Worldwide, date that is 20 Business Days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of relevant Repurchase Date until the close of business on the date last Business Day prior to the Repurchase Date, unless the repurchase notice is given and withdrawn during the period, in which case the Company will not be obligated to repurchase the Notes for which the repurchase notice was withdrawn. (b) The Company will give notice at least 20 Business Days prior to each Repurchase Date to all Holders at their addresses shown in the Security Register and to beneficial owners of termination Notes as required by applicable law stating, among other things, the procedures described herein that Holders must follow to require the Company to repurchase their Notes. (c) The repurchase notice given by each Holder electing to require the Company to repurchase Notes must state: (i) if the Notes are certificated, the certificate numbers of the Optionee's employment. Such fair market value shall Notes to be determined by mutual agreement delivered for repurchase; (ii) the portion of the Company and Original Principal Amount of Notes to be repurchased, which must be $1,000 or an integral multiple thereof; and (iii) that the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing Notes are to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days repurchased by the Company (which appraiser shall not be an officer, director or employee pursuant to the applicable provisions of the Company) Notes and the third within five days after said appointment last occurring Indenture. If Notes are not in certificated form, the repurchase notice must comply with appropriate Depositary procedures. (d) A Holder may withdraw any repurchase notice (in whole or in part) by delivering a written notice of withdrawal to the two appraisers so chosenPaying Agent prior to the close of business on the Business Day immediately preceding the Repurchase Date. Successor appraisersThe notice of withdrawal must state: (i) the Original Principal Amount of Notes for which the repurchase notice is being withdrawn; (ii) if the Notes are certificated, the certificate numbers of the Notes being withdrawn; and (iii) the Original Principal Amount, if any, of the Notes that remain subject to the repurchase notice. If Notes are not in certificated form, the withdrawal notice must comply with appropriate Depositary procedures. (e) In connection with any repurchase, the Company will, to the extent applicable: (i) comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act which may then be applicable; and (ii) file Schedule TO or any other required schedule under the Exchange Act. (f) The Company's obligation to pay the Repurchase Price for Notes for which a repurchase notice has been delivered and not validly withdrawn is conditioned upon the Holder either effecting book-entry transfer or delivering the Notes, together with necessary endorsements, to the office of the Paying Agent at any time after delivery of the repurchase notice. Subject to the satisfaction of the requirements of this Section 3.02, the Company will cause the Repurchase Price for the Notes to be paid promptly following the later of the Repurchase Date or the time of delivery or book-entry transfer of the Notes. (g) The Company shall be requireddeposit cash, shall be appointed, within a reasonable time, as nearly as may be at the time and in the manner provided as contemplated by Section 3.03 of the Open-End Indenture, sufficient to pay the Repurchase Price of all Notes to be repurchased hereunder. If the Paying Agent holds money sufficient to pay the Repurchase Price of the Notes for which a repurchase notice has been given and not withdrawn on the Business Day immediately following the Repurchase Date in accordance with the terms of the Indenture, then, immediately after the Repurchase Date, such Notes will cease to be outstanding and interest, if any, on such Notes will cease to accrue, whether or not the Notes are delivered to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the Paying Agent or a book-entry transfer is effected, and all other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case rights of the appraiser appointed by Holder shall terminate, other than the appraisers chosen by right to receive the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two Repurchase Price upon delivery of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyNotes.

Repurchase Rights. If A Holder of Notes shall have the Optionee right to require the Company to repurchase such Holder’s Notes, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof), on each of December 20, 2011, December 15, 2016 and December 15, 2021 (each, an “Optional Repurchase Date”) for any reason whatsoever ----------------- cash equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest (including without limitation deathAdditional Interest, disabilityif any,) to, but not including, the Optional Repurchase Date (such amount, the “Optional Repurchase Price”), subject to satisfaction by or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Holder of the requirements set forth below. On or before the 20th Business Day prior to each Optional Repurchase Date, the Company shall provide a written notice by first-class mail to the Trustee, any Paying Agent and all Holders (and to beneficial owners as required by applicable law). The notice shall include a form of Optional Repurchase Notice to be completed by the Holder and shall state: (a) the date by which the Optional Repurchase Notice must be delivered to the Paying Agent; (b) the Optional Repurchase Date; (c) the Optional Repurchase Price; (d) the name and address of the Trustee, the Paying Agent and the Conversion Agent; (e) that Notes must be surrendered to the Paying Agent to collect payment of the Optional Repurchase Price and the procedures that holders must follow to require the Company to repurchase their Notes; (f) that the Optional Repurchase Price for any Note as to which an Optional Repurchase Notice has been duly given shall be paid within two Business Days after the later of the Optional Repurchase Date or Banyan Worldwidethe time at which such Notes are surrendered for repurchase; (g) that, unless the Company defaults in making payment of the Optional Repurchase Price, interest on Notes surrendered for repurchase shall cease to accrue on and after the Optional Repurchase Date; (h) that Notes in respect of which an Optional Repurchase Notice is provided by a Holder shall not be convertible in accordance with their terms and pursuant to Section 2.11 hereof even if otherwise convertible unless such Holder validly withdraws such Optional Repurchase Notice in accordance with the provisions of this Section 2.08; and (i) the CUSIP number of the Notes. The Company shall also disseminate a press release through Dow Jxxxx & Company, Inc. or Bloomberg Business News containing the information specified in such notice or publish such information in a newspaper of general circulation in The City of New York, or through such other public medium as the Company shall deem appropriate at such time. In addition, the Company shall post any such press release on its website or disseminate it through any other appropriate public medium. A Holder may exercise its rights specified in this Section 2.08 by delivery of a written notice of repurchase (an “Optional Repurchase Notice”) to the Paying Agent during the period beginning at any time from the opening of business on the date that is 20 Business Days prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of applicable Optional Repurchase Date until the close of business on the date of termination second Business Day prior to such Optional Repurchase Date, stating: (a) if such Notes are in certificated form, the certificate number(s) of the Optionee's employment. Such fair market value Notes which the Holder shall deliver to be repurchased; (b) the portion of the principal amount of the Notes to be repurchased, in integral multiples of $1,000, provided that the remaining principal amount of Notes is in an authorized denomination; and (c) that such Notes shall be determined repurchased pursuant to the applicable provisions hereof and the Notes. The Paying Agent shall promptly notify the Company in writing of the receipt by mutual agreement it of any Optional Repurchase Notice. Book-entry transfer of Notes in book-entry form in compliance with appropriate procedures of the Depositary or delivery of Notes in certificated form, together with all necessary endorsements, to the Paying Agent on or prior to the Optional Repurchase Date at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Optional Repurchase Price therefor. The Company shall pay the Optional Repurchase Price within two Business Days after the later of the Optional Repurchase Date or the time of such transfer or delivery of the Notes. An Optional Repurchase Notice may be withdrawn in whole or in part by a Holder by means of a written notice of withdrawal delivered to the office of the Paying Agent prior to the close of business on the second Business Day prior to the Optional Repurchase Date specifying: (a) the Holder’s name; (b) the principal amount of Notes in respect of which the Optional Repurchase Notice is being withdrawn, which must be an integral multiple of $1,000; (c) if the Notes subject to the notice of withdrawal are in certificated form, the certificate number(s) of all Notes subject to the notice of withdrawal; and (d) the principal amount of Notes, if any, that remains subject to the Optional Repurchase Notice, which must be an integral multiple of $1,000. If Notes subject to the notice of withdrawal are in book-entry form, the above notices must also comply with the applicable procedures of the Depositary. On or before 10:00 a.m. (New York City time) on the Optional Repurchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Optionee. Failing such agreement between the Optionee and the Company within 30 days aggregate Optional Repurchase Price of the date Notes to be purchased pursuant to this Section 2.08. If the Paying Agent holds, in accordance with the terms of the Company's notice electing Indenture, money sufficient to repurchase such Shares, pay the fair market value Optional Repurchase Price of such Shares Notes on the Optional Repurchase Date, then on and after such date, such Notes shall cease to be Outstanding and interest on such Notes shall cease to accrue, and all rights of the Holder of such Notes shall terminate (other than the right to receive the Optional Repurchase Price after delivery or transfer of the Notes). Such shall be determined by three appraisersthe case whether or not book-entry transfer of the Notes in book-entry form is made and whether or not Notes in certificated form, one designated within five days after together with the termination of said 30-day period by necessary endorsements, are delivered to the Optionee or his or her legal representatives (which appraiser shall not Paying Agent. Notwithstanding the foregoing, no Notes may be the Optionee or his or her legal representative), one within said period of five days purchased by the Company in accordance with the provisions of this Section 2.08 if there has occurred and is continuing an Event of Default with respect to the Notes (which appraiser shall not be an officer, director or employee other than a default in the payment of the Company) Optional Repurchase Price). To the extent legally required in connection with a repurchase of Notes, the Company shall comply with the provisions of Rule 13e-4 and other tender offer rules under the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisersExchange Act then applicable, if any, and shall file a Schedule TO or any other schedule required under the Exchange Act. The Company may arrange for a third party to purchase Notes for which the Company has received a valid Optional Repurchase Notice that has not been properly withdrawn, in the manner and otherwise in compliance with the requirements set forth herein and in the Notes. If a third party purchases any Notes under such circumstances, then interest shall continue to accrue on the Notes and such Notes shall continue to be requiredOutstanding after the Optional Repurchase Date for all purposes of the Indenture and, subject to compliance with applicable law, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the fungible with all other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyNotes then Outstanding.

Repurchase Rights. If 6.5.1. Prior to the Optionee for consummation of a Qualified Public Offering, the Company shall have an option to repurchase any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed all of the Shares and/or Share Equivalents held by the Company or Banyan Worldwide, or providing services on behalf Management Investors upon the occurrence of the Company or Banyan Worldwidefollowing events at the following prices: (a) If a Management Investor, prior to the date specified in Section 8(d) below third anniversary of the closing of the Merger, is terminated for the expiration of these restrictionsCause, then during the 90-day period following such termination or voluntarily ceases his employment with the Company may elector its Subsidiaries for any reason, by written notice delivered to except in the Optioneecase of a Senior Manager who resigns for Good Reason, the Company shall have an option to repurchase all or any portion of the Shares, Shares and Share Equivalents owned by such Management Investor at a price per share Share or Share Equivalent, as applicable, determined in good faith by the Board, equal to the lowest of (i) cost, (ii) fair market value or (iii) book value at the time of such Management Investor's departure; (b) If a Management Investor, after the third anniversary of the closing of the Merger, voluntarily ceases his employment with the Company or its Subsidiaries for any reason, except in the case of a Senior Manager who resigns for Good Reason, the Company shall have an option to repurchase the Shares and Share Equivalents owned by such Management Investor at a price per Share or Share Equivalent, as applicable, determined in accordance with the Agreed Upon Procedure, equal to the greater of cost and fair market value at the time of such Management Investor's departure; (c) If a Management Investor who is a Senior Manager voluntarily ceases his employment with the Company or its Subsidiaries for Good Reason, the Company shall have an option to repurchase the Shares and Share Equivalents owned by such Management Investor at a price per Share or Share Equivalent, as applicable, determined in accordance with the Agreed Upon Procedure, equal to the greater of cost and fair market value at the time of such Management Investor's departure; (d) If a Management Investor's employment with the Company or its Subsidiaries is terminated by the Company without Cause, the Company shall have an option to repurchase the Shares and Share Equivalents owned by such Management Investor at a price per Share or Share Equivalent, as applicable, determined in accordance with the Agreed Upon Procedure, equal to the fair market value at the time of such Management Investor's departure; (e) If a Management Investor retires from his employment by the Company or its Subsidiaries on or after such Management Investor's sixty-third birthday, the Company shall have an option to repurchase the Shares and Share Equivalents owned by such Management Investor at a price per Share or Share Equivalent, as applicable, determined in accordance with the Agreed Upon Procedure, equal to the greater of the close of business on the date of termination of the Optionee's employment. Such cost and fair market value at the time of such Management Investor's departure; and (f) If a Management Investor dies or becomes Disabled while employed by the Company or its Subsidiaries, the Company shall have an option to repurchase the Shares and Share Equivalents owned by such Management Investor at a price per Share or Share Equivalent, as applicable, determined in accordance with the Agreed Upon Procedure, equal to the greater of cost and fair market value at the time of such Management Investor's departure. 6.5.2. In any repurchase of Shares or Share Equivalents by the Company pursuant to Section 6.5.1, the Company may provide as consideration for such purchase cash, in all cases. In any repurchase of Shares or Share Equivalents by the Company pursuant to Section 6.5.1(a), the Company may provide as consideration, in addition to or in lieu of cash, a 6% pay-in-kind subordinated note issued by Reddy Ice Group to such Management Investor. In any repurchase of Shares or Share Equivalents by the Company pursuant to Section 6.5.1(b), (c), (d), (e) or (f), the Company may provide as consideration, in addition to or in lieu of cash, a 9% pay-in-kind subordinated note issued by Reddy Ice Group to such Management Investor. Any promissory note issued by Reddy Ice Group pursuant to this Section 6.5.2 will be determined by mutual agreement subordinated to all bank, institutional and capital markets indebtedness of the Company and its Subsidiaries and will have terms including (x) a maturity upon the Optioneelater of (a) three years from the date of issuance and (b) 90 days after the final maturity of the Company's then existing senior credit facility, (y) cross-acceleration to other material indebtedness of the Company and (z) mandatory redemption upon a sale of the Company. Failing Any notes issued pursuant to this Section 6.5.2 will have no material covenants or events of default other than bankruptcy and a failure to pay when due the interest and principal on the notes. 6.5.3. The Company may exercise its repurchase option pursuant to Section 6.5.1 at any time up to and including the date six months after the date on which the Management Investor ceases employment with the Company and its Subsidiaries by delivering a notice (the "Repurchase Notice") to such agreement between the Optionee Management Investor of its intention to exercise its repurchase option and the closing date of the repurchase. 6.5.4. The closing of any repurchase of Shares or Share Equivalents under this Section 6.5 shall be held at the principal offices of the Company within at 10:00 a.m. local time on a date specified by the Company, as the case may be, not later than 30 days of after the date of the Company's notice electing to repurchase Repurchase Notice. At such Sharesclosing, the fair market value Management Investor shall deliver the certificates, documents or instruments, as the case may be, representing the Shares or Share Equivalents to be purchased, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, if any, and such Shares or Share Equivalents shall be free and clear of any encumbrances (other than restrictions imposed pursuant to this Agreement and applicable federal and state securities laws), and the Management Investor shall so represent and warrant, and further represent and warrant that he is the record and beneficial owner of such Shares or Share Equivalents. The Company shall be determined by three appraisersdeliver at such closing, one designated within five days after the termination of said 30-day period by the Optionee payment for such Shares or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by Share Equivalents in accordance with Section 6.5.2 and upon such reasonable terms as the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyspecify.

Repurchase Rights. If (a) In the Optionee for any reason whatsoever ----------------- event the Director (including without limitation death, disability, or voluntary or involuntary terminationi) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf is removed as a director of the Company pursuant to Delaware law, (ii) is slated for election or Banyan Worldwide, prior re-election to the date specified in Section 8(d) below for the expiration Board of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement Directors of the Company and the Optionee. Failing such agreement between the Optionee and refuses to serve, or (iii) resigns as a director of the Company within 30 days then, the Vested Shares shall be subject to repurchase by the Company at their then Fair Market Value (and unvested shares of Restricted Stock shall be forfeited and returned to the Company) pursuant to the terms and conditions contained in Section 3 of the date Plan. (b) In the event the Director is not slated for re-election to the Board of Directors of the Company's notice electing to repurchase such Shares, then upon his termination as a director, the fair market value Company shall waive its repurchase option under Section 3 of such the Plan with respect to the Vested Shares and the unvested Shares of Restricted Stock shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) forfeited and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as returned to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers Notwithstanding the foregoing, the Investors (as defined in the Plan) shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two retain their repurchase option under Section 3 of the appraisersPlan for any Vested Shares. (c) The Company shall waive its repurchase option under Section 3 of the Plan in the event the Director ceases to be a member of the Board of Directors of the Company by reason of death or Disability as follows: (i) if the Director’s service as a director ceases prior to the 2005 Annual Meeting, which the Company will waive its repurchase option as to 25% of the Vested Shares, (ii) if the Director’s service ceases on or after the 2005 Annual Meeting, but prior to the 2006 Annual Meeting, the Company shall be conclusive upon all parties in interest in such waive its repurchase option as to 50% of the Vested Shares, (iii) if the Director’s service ceases on or after the 2006 Annual Meeting, but prior to the 2007 Annual Meeting, the Company shall waive its repurchase option as to 75% of the Vested Shares, and (iv) if the Director’s service ceases on or after the 2007 Annual Meeting, the Company shall waive its repurchase option as to 100% of the Vested Shares. Promptly following such determinationNotwithstanding the foregoing, the appraisers Investors shall mail or deliver such notice retain their repurchase option under the terms and conditions of such determination to Section 3 of the Optionee and the CompanyPlan.

Repurchase Rights. If 1. Upon the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed termination of employment of the Grantee by the Company or Banyan Worldwideany of its Subsidiaries for any reason (the reason for the termination of such employment, or providing services on behalf the “Termination Event” and the date of such termination, the “Termination Date”), subject to the provisions of this Section 7 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company or Banyan Worldwideshall have the right (but not the obligation) to purchase, prior and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the date specified in Section 8(d) below for the expiration of these restrictionsCompany, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion (as determined by the Company) of the Shares, Purchased Shares (if any) owned by the Grantee or his Permitted Transferees at a price per share Purchased Share equal to an amount (the fair market value of such Shares “Termination Price”) (as determined pursuant to Section 7(b) below); provided, that the parties acknowledge that any unvested Options held by the Grantee as of the close Termination Date shall be cancelled pursuant to this Agreement. 2. With respect to the Purchased Shares, the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Purchased Shares (the date on which the Grantee is so notified, the “Call Notice Date”). 3. The closing of business the purchase by the Company of Purchased Shares pursuant to this Section 7 shall take place at the principal office of the Company, on the date of termination of chosen by the Optionee's employmentCompany, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. Such fair market value shall be determined by mutual agreement of At such closing, (A) the Company and shall pay the Optionee. Failing Grantee and/or such agreement between the Optionee and the Company within 30 days Grantee’s Permitted Transferees, as applicable, against delivery of the date of the Company's notice electing to repurchase duly endorsed certificates described below representing such Purchased Shares, the fair market value aggregate Termination Price by wire transfer of immediately available federal funds and (B) the Grantee and/or such Grantee’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Purchased Shares shall to be determined by three appraisers, one designated within five days after the termination of said 30-day period purchased by the Optionee Company, duly endorsed, or his with share (or her legal representatives equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (which appraiser shall not be or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the Optionee or his or her legal representative), one within said period of five days Purchased Shares by the Company (which appraiser shall not be an officer, director or employee of the Companyany Person selling such Purchased Shares pursuant to this Section 7(a)(iii) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed a representation and warranty by such Person that: (w) such Person has full right, title and interest in and to such Purchased Shares; (x) such Person has all necessary power and authority and has taken all necessary action to sell such Purchased Shares as having been accomplished unless contemplated; (y) such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment Purchased Shares are free and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement clear of any two of the appraisers, which shall be conclusive upon and all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.liens

Repurchase Rights. If you exercise the Optionee for any reason whatsoever ----------------- Option within six (including without limitation death, disability, 6) months prior to or voluntary or involuntary terminationthree (3) ceases to be employed by months after the date your employment with the Company or Banyan Worldwidean Affiliate is terminated for cause, or providing services if you breach any of the covenants contained in Section 10 below, the Company shall have the right and option to repurchase from you, that number of Shares which is equal to the number you purchased upon such exercise(s) within such time periods, and you agree to sell such Shares to the Company. The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on behalf the records of the Company or Banyan Worldwide, (i) within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, or (ii) within thirty (30) days after any exercise of the date specified in Section 8(d) below Option for the expiration repurchase of these restrictionsShares purchased after your termination of employment. Within thirty (30) days after the mailing of such notice, then during the 90-day period following such termination you shall deliver to the Company may electthe number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, by written notice delivered as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the Optionee, to repurchase all or any portion purchase price paid by you for the Shares. If you have disposed of the Shares, at a price per share equal then in lieu of delivering an equivalent number of Shares to the fair market value Company, you must pay to the Company the amount of such Shares as gain realized by you from the disposition of the close Shares exclusive of business on any taxes due and payable or commissions or fees arising from such disposition. If the date Company exercises its repurchase option prior to the actual issuance and delivery to you of termination any Shares pursuant to the exercise of the Optionee's employmentOption, no Shares need be issued or delivered. Such fair market value In lieu thereof, the Company shall be determined by mutual agreement return to you the purchase price you tendered upon the exercise of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as Option to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid extent that it was actually received from you by the Company. Said appraisers shall proceed promptly to determine Following the fair market value occurrence of said Share or Shares by agreement a Change of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determinationControl, the appraisers Company shall mail or deliver such notice of such determination have no right to exercise the Optionee and the Companyrepurchase rights set forth in this Section.

Repurchase Rights. If (a) Upon any Management Stockholder ceasing to be employed by, or engaged as a consultant to, or director of, the Optionee Company or its subsidiaries (a "Terminated Stockholder") for any reason whatsoever ----------------- other than by reason of such Management Stockholder's death or Disability (including without limitation deatha "Termination Event"), disabilitysubject to the provisions of Section 4.04(b) and (c) hereof, the Company shall have the option to purchase, and if such option is exercised, such Terminated Stockholder shall sell, and shall cause any Permitted Transferees of such Terminated Stockholder to sell, to the Company all or voluntary any portion of Company Securities owned by such Management Stockholder and such Permitted Transferees (the "Termination Securities") on the date of the occurrence of such Termination Event or involuntary terminationacquired pursuant to the exercise of options held by such Terminated Stockholder on the date of the occurrence of such Termination Event (the "Termination Date") ceases at a price per Termination Security equal to be employed the Termination Price (as determined pursuant to Section 4.04(g) below) of the Termination Securities on the date of the Termination Event; provided that any portion of Company Securities which are (i) options, warrants or other rights to acquire Common Stock or any other equity or equity-linked security issued by the Company or Banyan Worldwide, or providing services on behalf and (ii) not vested as of the Termination Date, shall be cancelled as of such Termination Date. (b) The Company shall notify a Terminated Stockholder in writing, within ninety (90) days after the later of (i) the Termination Date or Banyan Worldwide, prior (ii) the date on which Shares are acquired by such Terminated Stockholder or its Permitted Transferee pursuant to the exercise of options held by the Terminated Stockholder on the date specified in Section 8(d) below for of the expiration occurrence of these restrictionssuch Termination Event, then during the 90-day period following such termination whether the Company may elect, by written notice delivered will exercise its option to purchase the Optionee, Termination Securities. The Company shall have the option to repurchase assign its right to purchase all or any portion of the SharesTermination Securities under this Section 4.04 to any of the DLJMB Funds (provided that, prior to assigning such right to any particular DLJMB Fund, all such other DLJMB Funds shall first be offered a right to purchase such securities pro rata in proportion to the number of shares of Company Securities held by such DLJMB Fund) and any such DLJMB Fund may exercise the Company's rights under this Section 4.04 in the same manner in which the Company could exercise such rights. (c) The closing of the purchase by the Company of Termination Securities pursuant to Section 4.04(a) shall take place at the principal office of the Company on the date chosen by the Company, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 90 days after the Company notifies such Terminated Stockholder of the exercise of its option to purchase the Termination Securities pursuant to Section 4.04(b). At such closing, the Company shall deliver to the Terminated Stockholder and such Terminated Stockholder's Permitted Transferees, against delivery of duly endorsed certificates representing such Termination Securities, free and clear of all Liens and payment of the Termination Price. (d) Upon any Management Stockholder's death or Disability, (i) such Management Stockholder shall have the option to sell and if such option is exercised the Company shall purchase, and (ii) the Company shall have the option to purchase and if such option is exercised the Management Stockholder shall sell, in each case, all or any portion of Company Securities owned by such Management Stockholder and such Permitted Transferees (the "Put-Call Securities") on the date of the occurrence of such death or Disability or acquired pursuant to the exercise of options held by such Management Stockholder on the date of the occurrence of such death or Disability (the "Put-Call Date") at a price per share Put-Call Security equal to Fair Market Value (the fair market value "Put-Call Price"). (e) The Management Stockholder (or such Management Stockholder's Permitted Transferees) or the Company, as the case may be, shall notify the other in writing, within thirty (30) days after the later of (i) the Put-Call Date or (ii) the date on which Company Securities are acquired by such Shares as Management Stockholder or such Permitted Transferee pursuant to the exercise of the close of business options held by such Management Stockholder on the date of termination occurrence of such Put-Call Date whether such Management Stockholder (or such Permitted Transferee) or the Company, as the case may be, will exercise its option pursuant to Section 4.04(d). The Company shall have the option to assign its right to purchase all or any portion of the Optionee's employment. Such fair market value shall be determined by mutual agreement Put-Call Securities under this Section 4.04 to any of the DLJMB Funds (provided that, prior to assigning such right to any particular DLJMB Fund, all such other DLJMB Funds shall first be offered a right to purchase such securities pro rata in proportion to the number of shares of Company Securities held by such DLJMB Fund) and any such DLJMB Fund may exercise the Optionee. Failing such agreement between Company's rights under this Section 4.04 in the Optionee and same manner in which the Company within could exercise such rights. (f) Any notice delivered pursuant to Section 4.04(d) shall set forth the date chosen by such party, which date shall in no event be less than 30 days from the date that notice was mailed nor more than 120 days after the occurrence of the death or Disability (or, with respect to Common Shares acquired pursuant to the exercise of options held by the Management Stockholder on the date of the Company's notice electing to repurchase such Shares, the fair market value occurrence of such Shares shall be determined by three appraisersdeath or Disability, one designated within five no more than 120 days after the termination receipt of said 30-day period by such Common Shares). The closing of the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days purchase by the Company (which appraiser of Put-Call Securities pursuant to Section 4.04(d) shall not be an officer, director or employee take place at the principal office of the Company. At such closing, the Company shall deliver to such Management Stockholder or such Management Stockholder's and such Management Stockholder's Permitted Transferees, against delivery of duly endorsed certificates representing such Put-Call Securities, free and clear of all Liens and payment of the purchase price per Put-Call Security as set forth in Section 4.04(g) and below. (g) For purposes of this Section 4.04, (i) if the third within five days after said appointment last occurring employment or other service arrangement of a Management Stockholder is terminated (A) by the two appraisers so chosen. Successor appraisersCompany or a Subsidiary thereof for Cause or (B) by the Management Stockholder without Good Reason, if any the Termination Price shall be requiredan amount per Termination Security equal to the lesser of (1) the Fair Market Value, and (2) the original purchase price paid to the Company for the Termination Securities, and (ii) if the employment or other service arrangement of a Management Stockholder is terminated (A) by the Company or a Subsidiary thereof other than for Cause, or (B) by the Management Stockholder for Good Reason, the Termination Price shall be appointed, within a reasonable timean amount per Termination Security equal to the Fair Market Value thereof. (h) The Company shall pay the Termination Price and Put-Call Price, as nearly as the case may be be, in cash; provided, however, that the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment Termination Price and service of an appraiser shall Put-Call Price may be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen execution and delivery by the Company and the Optioneeof a promissory note, shall be paid subordinated on terms requested by the Company. Said appraisers shall proceed promptly Company to determine the fair market value of said Share or Shares by agreement of any two indebtedness of the appraisersCompany to any third parties, which shall be conclusive upon all parties bearing interest at the prime rate, per annum, as published in the Wall Street Journal, with principal and accrued interest and payable in equal installments on each of the first four anniversaries of the closing date (or at such Shares. Promptly following time as is required in order to address the issue set forth in clauses (ii) or (iii) below) if (i) such determinationManagement Stockholder is in breach of the covenants contained in Sections 6.01 or 6.02 hereof as determined by the Board in its sole discretion; (ii) restrictive covenants or other provisions contained in the documents evidencing the Company's indebtedness for borrowed money do not permit the Company to make such payments in cash (or to the extent partial cash payment is permitted, the appraisers shall mail balance to be represented by such a note); or deliver such notice (iii) the cash payment of such determination to the Optionee and Termination Price or Put-Call Price would adversely affect the Company's financial condition as determined by the Board, in its sole discretion. (i) The provisions of this Section 4.04 shall terminate upon the consummation of the Initial Public Offering, provided, however, that the rights contained in Section 4.04(e) shall survive the Initial Public Offering for so long as the Termination Securities are not registered or may not be Transferred, without restriction, pursuant to Rule 144 of the Securities Act.

Repurchase Rights. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan WorldwideIf, prior to the date specified earlier of (A) an IPO and (B) a Change in Section 8(d) below Control, Holder’s employment with United Maritime terminates for the expiration of these restrictionsany reason, then at any time during the 90270-day period immediately following such termination of employment (the “Repurchase Right Exercise Period”), the Company may elect, by written notice delivered to shall have the Optionee, right to repurchase all or any portion of Holder’s vested Profit Units (it being agreed that unvested Profit Units shall be treated in the Shares, manner herein provided) hereunder at a per-Profit Unit price per share equal to the fair market value (the “Fair Market Value”) of such Shares Profit Units on the date of delivery by the Company of the Repurchase Notice (as herein defined) (the “Repurchase Right”), with Fair Market Value being determined in good faith by the Board and such determination shall take into account the distribution priority set forth in Section 5.1(a) of the LLC Agreement. The Repurchase Right shall be exercisable upon written notice to Holder indicating the number of vested Profit Units to be repurchased, their Fair Market Value as determined by the Board as herein provided, and the date on which the repurchase is to be effected (the “Repurchase Notice”), such date to be not more than thirty (30) days after the date of such Repurchase Notice. Holder shall have a period of twenty (20) days following the date of delivery of the Repurchase Notice to deliver written notice to the Company disputing the Fair Market Value of the Profit Units as set forth therein (a “Dispute Notice”), it being agreed that if Holder shall fail to deliver a Dispute Notice within such twenty (20) day period, the Fair Market Value of the Profit Units as set forth in the Repurchase Notice shall be deemed to be final and conclusive and shall therefore be the Fair Market Value of the Profit Units for all purposes hereof. In the event that Holder timely delivers a Dispute Notice to the Company in accordance with the terms hereof, Holder and the Company shall work together in good faith to reconcile their differences, and if Holder and the Company are unable to resolve such differences within ten (10) days of the Company’s receipt of the Dispute Notice from Holder, the Company shall engage an investment bank which is reasonably acceptable to Holder (the “Investment Bank”) to determine the Fair Market Value of the Profit Units, it being agreed that such Investment Bank shall determine Fair Market Value of the Profit Units taking into account the distribution priority set forth in Section 5.1(a) of the LLC Agreement. In such circumstances, the Company and Holder shall execute a customary engagement letter with the Investment Bank, and such engagement letter may require, among other things, that the Company and Holder provide customary indemnification protection to the Investment Bank. Pursuant to the engagement letter with the Investment Bank, the Company and Holder shall request that the Investment Bank issue, as promptly as practicable following its engagement, a written report setting forth its determination of the Fair Market Value of the Profit Units, it being agreed that the Fair Market Value of the Profit Units so determined by the Investment Bank shall be binding on the Company and Holder for all purposes of this Agreement. The fees and expenses of the Investment Bank shall be paid by the Company unless the Fair Market Value of the Profit Units as determined by the Investment Bank is one hundred ten percent (110%) or less of the Fair Market Value of the Profit Units as determined by the Board and as set forth in the Repurchase Notice, in which case all such fees and expenses shall be paid by Holder. To the extent not otherwise held in book entry form by the Company, the certificates representing the vested Profit Units to be repurchased shall be delivered to the Company prior to the close of business on the date of termination specified for the repurchase. If the Company does not exercise its Repurchase Right during the Repurchase Right Exercise Period, the Investors will have the right, during the thirty (30) day period immediately following the expiration of the Optionee's employment. Such fair market value Repurchase Right Exercise Period, to repurchase Holder’s vested Profit Units in accordance with the terms otherwise provided with respect to the Company in this Section 3(b) (provided that the Fair Market Value of the Profit Units shall be determined in all cases by mutual agreement the Board in accordance with the terms set forth herein, subject to Holder’s right to timely deliver a Dispute Notice with respect thereto), with each Investor having the right to purchase a pro rata portion thereof based on the number of Class A Units Owned by each such Investor; provided, however, that any such right shall be subject to the terms set forth in the LLC Agreement, including in respect of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyPermitted Percentage.

Repurchase Rights. If (a) In the Optionee for event any reason whatsoever employee or officer of the ----------------- (including without limitation death, disability, or voluntary or involuntary termination) Corporation ceases to be employed by the Company an employee, officer or Banyan Worldwide, or providing services on behalf Director of the Company or Banyan WorldwideCorporation, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company Corporation may elect, by written notice delivered to the Optionee, elect to repurchase all the Equity Securities held by such person at the Appraised Value of such Equity Securities by delivering written notice of the election to purchase such Equity Securities within 30 days following the termination of such Person's status as an employee or officer of the Corporation; provided, however, that if such employee or officer is a party to a written agreement with the Corporation at the time of such termination, and such agreement contains provisions regarding repurchase of securities, such provisions of such agreement shall govern the parties' rights and duties with respect to repurchase of securities of the Corporation. In the event the agreement of any Consultant or Distributor with the Corporation is terminated for Cause (as defined in the relevant agreement) or any portion Director of the SharesCorporation is removed for cause as determined by the Board of Directors, the Corporation may elect to repurchase all the Equity Securities held by such person at the Appraised Value of such Equity Securities by delivering written notice of the election to purchase to such person within 30 days following the termination of such agreement or the removal of such Director. The closing of the purchase and sale of any Equity Securities pursuant to this provision shall be held at the principal office of the Corporation on a price per share date to be established by the Corporation, which date shall be no more than 30 days from the date the Corporation gives notice of its election to purchase the Equity Securities in question. The Corporation may elect to pay the Appraised Value of the Equity Securities to be repurchased in accordance with this provision in cash in whole or in part, or by executing and delivering to the appropriate Shareholder a promissory note dated as of the closing date for the repurchase in a principal amount equal to the fair market value aggregate Appraised Value for the Equity Securities being repurchased, minus the amount of such Shares as any cash paid to the Shareholder in question on the applicable closing date (the "Repurchase Note"). The Repurchase Note shall bear interest at the minimum rate of interest required by the applicable provisions of the close Internal Revenue Code of business 1986, as amended, in effect at the time the Repurchase Note is executed. Principal and interest on the date of termination of the Optionee's employment. Such fair market value Repurchase Note shall be determined by mutual agreement of payable in three (i) the Company and first installment shall be due upon the Optionee. Failing such agreement between the Optionee and the Company within 30 days first anniversary of the date of the CompanyRepurchase Note in an amount equal to 50% of the then outstanding principal and interest payable in connection with such note; (ii) the second installment shall be due 18 months following the date of the Repurchase Note in an amount equal to 50% of the then outstanding principal and interest payable with respect to the such note; and (iii) the third installment shall be due on the second anniversary of the date of the Repurchase Note in an amount equal to the remaining outstanding principal and interest payable in connection with such note; provided, however, that payments of principal due -------- ------- under the Repurchase Note shall be repayable only out of such percentage of the Corporation's notice electing net cash flow equal to repurchase the percentage of Equity Securities of the Corporation being purchased; provided, further, that such Sharesrestriction shall not -------- ------- apply to the final payment of principal due under the Repurchase Note. The Corporation's obligations under the Repurchase Note shall be secured by the Equity Securities being purchased. For purposes of this Agreement, the fair market value of such Shares term "net cash flow" for any period shall be determined by three appraisers, one designated within five days after mean the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as amount equal to the related original appointment. No appointment shall be deemed net income after income taxes as having been accomplished unless shown on a statement of income for such appraiser shall have accepted period, plus any depreciation deducted in writing his appointment as determining net income for such within the time limited for his appointment. Notice period and any net loan proceeds during such period, less any capital expenditures and payments of each appointment of an appraiser shall be given promptly to the principal under any indebtedness or other parties cash expenditures or payments not deducted in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing computing net income during such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyperiod.

Repurchase Rights. If In the Optionee for any reason whatsoever ----------------- event that a Repurchase Event shall occur, each Holder of Project Bonds outstanding at the time of the occurrence of the applicable event described in (including without limitation death, disability, or voluntary or involuntary terminationA) ceases of the definition of Repurchase Event shall have the right to require the Company to purchase such Holder's Project Bonds on the date (the "DATE OF REPURCHASE") that is 45 days after the occurrence of such Repurchase Event at a price equal to the Repurchase Price. The "REPURCHASE PRICE" means the aggregate principal amount of the Project Bonds to be employed so purchased, together with accrued interest to the Date of Repurchase and the Yield-Maintenance Premium, if any, with respect to such Project Bonds. A Holder of Project Bonds shall have the right to require the purchase of all or only a portion of such Holder's Project Bonds, provided that a Holder shall have the right to require the purchase of less than all of such Holder's Project Bonds only if the Project Bonds designated for purchase by such Holder are in aggregate principal amounts of $1,000 (or any whole multiple thereof) and the aggregate principal amount of Project Bonds to be held by such Holder after the purchase by the Company is not less than $500,000. Within ten days after the occurrence of a Repurchase Event, Holdings shall mail a notice of the occurrence of such Repurchase Event to all Holders of Project Bonds and the Trustee. The notice shall state that a Repurchase Event has occurred, shall specify the date and nature thereof and shall set forth the Repurchase Price and the date before which a Holder must notify the Company and Holdings of such Holder's intention to exercise the repurchase right, and the procedure which such Holder must follow to exercise such right. To exercise the repurchase rights, the Holder of Project Bonds must deliver on or before the 30th day after the date of the Repurchase Event written notice to the Company and Holdings (or an agent designated by the Company or Banyan Worldwide, or providing services on behalf Holdings for such purpose) of the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value Holder's exercise of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company right and the Optioneeprincipal amount of Project Bonds as to which the Holder is exercising such right, together with the Project Bonds with respect to which the right is being exercised, duly endorsed for transfer. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to Once a Holder has exercised his repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be right in the manner provided as to above, such exercise is irrevocable. For purposes of this paragraph 1E, the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser following terms shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.meanings:

Repurchase Rights. (a) If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) Participant ceases to be employed by the Company or Banyan Worldwideany of its Subsidiaries for any reason, or providing services on behalf of then the Company or Banyan Worldwide, prior to shall have the date specified in Section 8(dright (but not the obligation) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the shares of Common Stock issued upon exercise of this Option (the “Option Shares, ”) at a price per share equal to the fair market value Fair Market Value of such Shares the Common Stock to be repurchased as of the close date specified in the Repurchase Notice as determined in this Section 3 of business on Appendix II; provided, however, that if a repurchase occurs following the Termination of the Participant’s employment by the Company for Cause, then the Company shall have the right (but not the obligation) to repurchase all or any portion of the Option Shares at a price equal to the lesser of the original purchase price of such Common Stock and the Fair Market Value of the Common Stock to be repurchased as of the date specified in the Repurchase Notice as determined in this Section 3 of termination Appendix II. For purposes hereof, Fair Market Value as of the Optionee's employment. Such fair market value shall a given date will be determined by mutual agreement the Board in its good-faith discretion without discounts for lack of marketability or minority interest, and shall be final, binding and conclusive on the Company and the Optionee. Failing Participant for all purposes hereof absent manifest error or bad faith. (b) The Company shall have the right (but not the obligation) to elect to purchase all or any portion of any Option Shares by delivering written notice to the Participant (the “Repurchase Notice”), within one hundred eighty (180) calendar days following the six month anniversary of the latest date as of which any portion of the Option may be exercised (such agreement between six month anniversary, the Optionee “Call Date”), which Repurchase Notice shall set forth the number of Option Shares to be acquired, the date on which the aggregate consideration to be paid therefor is to be determined and the Company within 30 days time and place for the closing of the repurchase contemplated by this Section 3 of Appendix II (the “Repurchase Closing”). For purposes of this Section 3 of Appendix II, the applicable repurchase price shall be determined as of the date specified in the Repurchase Notice and shall be (i) on or after the date of the Company's notice electing to repurchase such SharesRepurchase Notice, the fair market value of such Shares shall be determined by three appraisers, and (ii) no later than one designated within five hundred eighty (180) calendar days after the termination Call Date. For the sake of said 30-day period clarity, the Company may elect to repurchase Option Shares in one or more separate transactions, it being understood that the Company may not repurchase any Option Shares after the last date provided for herein. (c) The Repurchase Closing shall take place on the date designated by the Optionee or his or her legal representatives (Company in the Repurchase Notice, which appraiser date shall not be more than thirty (30) calendar days nor less than five (5) calendar days after the Optionee date specified in such notice for the determination of the repurchase price. The Company may pay for the Option Shares to be purchased by it (i) in cash payable by delivery of a cashier’s or his bank check or her legal representativea wire transfer of immediately available funds (provided that the Company may deliver a Company check for any amount that is less than $1,000,000), one within said period (ii) by a promissory note that must be settled no later than the earlier of five days (A) a Change in Control of the Company or (B) the Registration Date or (iii) by the cancelation of any indebtedness owed by the Participant to the Company or any of its Subsidiaries, or (which appraiser shall not be an officeriv) in a combination of (i), director or employee (ii) and (iii) above, as determined in the sole discretion of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser orBoard, in the case amount of the appraiser appointed by aggregate repurchase price of the appraisers chosen by the Company and the Optionee, shall be paid Option Shares being repurchased by the Company. Said appraisers Notwithstanding any other provision to the contrary contained herein, the Company may assign its rights under this Section 3 of Appendix II to any of its Affiliates. The purchaser(s) of Option Shares hereunder shall proceed promptly be entitled to determine receive customary representations and warranties from the fair market value of said Share or Shares by agreement of any two Participant regarding such sale; provided that the recourse of the appraisers, which purchaser(s) shall be conclusive upon limited to the aggregate consideration received by the Participant with respect to the repurchased Option Shares. (d) All repurchases of Option Shares pursuant to this Section 3 of Appendix II shall be subject to all parties applicable restrictions under law or contained in interest in the financing agreements or other material contracts to which the Company or any of its Affiliates is a party. If any such Shares. Promptly following such determinationrestrictions prohibit the repurchase of Option Shares hereunder which the Company is otherwise entitled to make, then (i) the appraisers Company shall mail or deliver such promptly give written notice to the Participant of such determination restriction, (ii) the Company’s rights under this Section 3 of Appendix II shall be preserved and time periods governing such rights or obligations shall be tolled for the duration of such restriction, and (iii) the Company may make such repurchase as soon as (and to the Optionee extent that) it is permitted to do so by law and such financing agreements or other material contracts. (e) The repurchase rights granted in this Section 3 of Appendix II shall terminate upon the CompanyRegistration Date.

Repurchase Rights. If Each Share acquired upon exercise of this Option shall be subject to the Optionee provisions of this Section 4(b), and the Participant, by exercising this Option, agrees to take such actions then or thereafter as the Committee may from time to time require to effectuate or facilitate the administration of this Section 4(b). i. Upon termination of the Participant’s employment for any reason whatsoever ----------------- (including including, without limitation limitation, as a result of death, disability, incapacity, retirement, resignation, or voluntary dismissal with or involuntary terminationwithout Cause) ceases at any time prior to an Initial Public Offering, the Company shall have the right and option, but not the obligation (the “Repurchase Right”), to purchase from the Participant or such other person as then holds Shares acquired upon exercise of this Option, or any of them, any or all of the Shares acquired upon exercise of this Option. If the Company exercises the Repurchase Right, it shall pay the holder as the purchase price for any Share so purchased an amount (the “Purchase Price”) equal to the Fair Market Value of such Share as of the date of such repurchase; provided that if termination of employment was for Cause, the Purchase Price shall equal the lower of such Fair Market Value or the Option Price paid upon exercise of this Option for such Shares pursuant to Section 2 above. ii. The Company may exercise the Repurchase Right described in Section 4(b)(i) above as to any Share by giving the holder of the Share a written notice of election to purchase at any time after the later of (A) the date of the termination of the Participant’s employment, or (B) the date on which such Share is acquired upon exercise of this Option, but no later than the date which falls seven months after the later of (A) and (B). Any such notice of election shall specify the number of Shares to be employed purchased and the Purchase Price for such Shares. The closing for the purchase by the Company or Banyan Worldwide, or providing services on behalf of such Shares pursuant to the provisions of this Section 4(b) will take place at the offices of the Company or Banyan Worldwide, prior to on the date specified in Section 8(dsuch written notice, which date shall be a business day not Stock Option Agreement 3 later than sixty (60) below days after the date such notice is given. At such closing, the holder of the Share or Shares to be repurchased shall deliver such Shares, duly endorsed for transfer, against payment in full (in cash or by certified or official bank check) of the expiration of these restrictions, then during Purchase Price therefor. iii. In the 90-day period following such termination event that the Company may electchooses not to exercise its Repurchase Right under this Section 4(b), by written notice delivered the Shares subject to the OptioneeRepurchase Right shall thereafter cease to be subject thereto. iv. In order to facilitate the repurchase by the Company of Shares acquired upon exercise of this Option, the stock certificates representing the Shares shall, for so long as such Shares are subject to repurchase all or any portion of pursuant to this Section 4(b), remain in the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date custody of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If (a) Within 60 days following the Optionee for any reason whatsoever ----------------- (including without limitation deathoccurrence of a Repurchase Event with respect to a Stockholder, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of shall have the Company or Banyan Worldwide, prior right and option to the date specified in Section 8(dpurchase (a "Repurchase Right") below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion part of the Sharesshares of Common Stock owned by such Stockholder and each Affiliate of such Stockholder (or his personal representative, at a as the case may be) (collectively, the "Selling Stockholder") in the manner, for the price per share equal and on the terms and conditions contained in this Section 4.5. The Company shall exercise such option by giving written notice of such exercise to the fair market value Selling Stockholder specifying the number of such Shares as shares to be repurchased. (b) In the event that the Company does not exercise the foregoing Repurchase Right with respect to all of the close shares of business on Common Stock that may be purchased under this Section 4.5, then the date of termination Company shall notify (the "Repurchase Option Notice") each of the Optionee's employment. Such fair market value shall be determined Other Stockholders of (i) the event giving rise to the Repurchase Right, and (ii) the number of shares of Common Stock owned by mutual agreement such Selling Stockholder as to which the Company did not exercise its Repurchase Right (the "Available Repurchase Shares"). (c) Following the delivery of the Company and Repurchase Option Notice, each of the Optionee. Failing such agreement between the Optionee and the Company Other Stockholders shall have a Repurchase Right (exercisable within 30 days of the date receipt of the Company's Repurchase Option Notice by giving written notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee Selling Stockholder) to purchase all or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee any part of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser orAvailable Repurchase Shares, in the case manner, for the price and on the terms and conditions contained in this Section 4.5. (d) If the Company exercises its Repurchase Right, then it shall purchase all of the appraiser appointed shares of Common Stock for which it has exercised such right, and each Other Stockholder who shall have exercised its Repurchase Right (collectively, the "Purchasing Stockholders") shall purchase all of the shares of Common Stock for which it has exercised such right. In the event that the Purchasing Stockholders shall have exercised their Repurchase Rights with respect to a number of shares of Common Stock representing, in the aggregate, more than the number of Available Repurchase Shares, then each Purchasing Stockholder shall purchase from the Selling Stockholder a number of shares equal to the lesser of (i) the number of shares of Common Stock for which such Purchasing Stockholder purported to exercise its Repurchase Right and (ii) such Purchasing Stockholder's Repurchase Right Pro-Rata Share (as defined below) of the Available Repurchase Shares. If following such allocation, any of such Available Repurchase Shares remains unallocated, such unallocated shares will be reallocated (one or more times as necessary) on the same principle among those Purchasing Stockholders who shall have been allocated less than the number of shares of Common Stock for which such Purchasing Stockholder purported to exercise its Repurchase Right, until all Available Repurchase Shares shall have been allocated; provided, however, that no Stockholder shall, by reason of the appraisers chosen -------- ------- foregoing, be required to purchase more than the number of Available Repurchase Shares with respect to which it has exercised a Repurchase Right. "Repurchase Right Pro-Rata Share" means, with respect to a particular Purchasing Stockholder, a fraction, the numerator of which is the number of shares of Common Stock owned by the Company such Purchasing Stockholder and the Optionee, shall be paid denominator of which is the number of shares of Common Stock owned by the Company. Said appraisers shall proceed promptly all Purchasing Stockholders who are subject to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyallocation.

Repurchase Rights. If the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan WorldwideIf, prior to the date specified earlier of (A) an IPO and (B) a Change in Section 8(d) below Control, Holder’s employment with United Maritime terminates for the expiration of these restrictionsany reason, then at any time during the 90270-day period immediately following such termination of employment (the “Repurchase Right Exercise Period”), the Company may elect, by written notice delivered to shall have the Optionee, right to repurchase all or any portion of Holder’s vested Profit Units (it being agreed that unvested Profit Units shall be treated in the Shares, manner herein provided) hereunder at a per-Profit Unit price per share equal to the fair market value (the “Fair Market Value”) of such Shares Profit Unit on the date of delivery by the Company of the Repurchase Notice (as herein defined) (the “Repurchase Right”), with Fair Market Value being determined in good faith by the Board and such determination shall take into account the distribution priority set forth in Section 5.1(a) of the LLC Agreement. The Repurchase Right shall be exercisable upon written notice to Holder indicating the number of vested Profit Units to be repurchased, their Fair Market Value as determined by the Board as herein provided, and the date on which the repurchase is to be effected (the “Repurchase Notice”), such date to be not more than thirty (30) days after the date of such Repurchase Notice. Holder shall have a period of twenty (20) days following the date of delivery of the Repurchase Notice to deliver written notice to the Company disputing the Fair Market Value of the Profit Units as set forth therein (a “Dispute Notice”), it being agreed that if Holder shall fail to deliver a Dispute Notice within such twenty (20) day period, the Fair Market Value of the Profit Units as set forth in the Repurchase Notice shall be deemed to be final and conclusive and shall therefore be the Fair Market Value of the Profit Units for all purposes hereof. In the event that Holder timely delivers a Dispute Notice to the Company in accordance with the terms hereof, Holder and the Company shall work together in good faith to reconcile their differences, and if Holder and the Company are unable to resolve such differences within ten (10) days of the Company’s receipt of the Dispute Notice from Holder, the Company shall engage an investment bank which is reasonably acceptable to Holder (the “Investment Bank”) to determine the Fair Market Value of the Profit Units, it being agreed that such Investment Bank shall determine Fair Market Value of the Profit Units taking into account the distribution priority set forth in Section 5.1(a) of the LLC Agreement. In such circumstances, the Company and Holder shall execute a customary engagement letter with the Investment Bank, and such engagement letter may require, among other things, that the Company and Holder provide customary indemnification protection to the Investment Bank. Pursuant to the engagement letter with the Investment Bank, the Company and Holder shall request that the Investment Bank issue, as promptly as practicable following its engagement, a written report setting forth its determination of the Fair Market Value of the Profit Units, it being agreed that the Fair Market Value of the Profit Units so determined by the Investment Bank shall be binding on the Company and Holder for all purposes of this Agreement. The fees and expenses of the Investment Bank shall be paid by the Company unless the Fair Market Value of the Profit Units as determined by the Investment Bank is one hundred ten percent (110%) or less of the Fair Market Value of the Profit Units as determined by the Board and as set forth in the Repurchase Notice, in which case all such fees and expenses shall be paid by Holder. To the extent not otherwise held in book entry form by the Company, the certificates representing the vested Profit Units to be repurchased shall be delivered to the Company prior to the close of business on the date of termination specified for the repurchase. If the Company does not exercise its Repurchase Right during the Repurchase Right Exercise Period, the Investors will have the right, during the thirty (30) day period immediately following the expiration of the Optionee's employment. Such fair market value Repurchase Right Exercise Period, to repurchase Holder’s vested Profit Units in accordance with the terms otherwise provided with respect to the Company in this Section 3(b) (provided that the Fair Market Value of the Profit Units shall be determined in all cases by mutual agreement the Board in accordance with the terms set forth herein, subject to Holder’s right to timely deliver a Dispute Notice with respect thereto), with each Investor having the right to purchase a pro rata portion thereof based on the number of Class A Units Owned by each such Investor; provided, however, that any such right shall be subject to the terms set forth in the LLC Agreement, including in respect of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the CompanyPermitted Percentage.

Repurchase Rights. If In the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by event that the Company obtains or Banyan Worldwideotherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, or providing services on behalf of each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company or Banyan Worldwide, prior to the date specified in Section 8(d) below for the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any portion integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Shares, at Debentures a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company notice thereof and the OptioneeRepurchase Right arising as a result thereof (a "Repurchase Notice"). Failing such agreement between To exercise the Optionee and Repurchase Right, a Holder of Debentures must deliver on or before the Company within 30 days of fifteenth day after the date of the CompanyRepurchase Notice irrevocable written notice to the Exchange Agent of the Holder's notice electing to repurchase such Shares, the fair market value exercise of such Shares shall be determined by three appraisersright, one designated within five together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the termination date of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative)Repurchase Notice, one within said period of five days by the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which appraiser shall the Company's obtaining or release of Exchange Property in a manner not be an officercontemplated by Section 218 hereof first occurs (the "Triggering Date") is before August 15, director or employee 2000, the product of (a) 120% and (b) the greater of the Companyprincipal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the third within five days Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or after said appointment last occurring by August 15, 2000, the two appraisers so chosengreater of (a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). Successor appraisersIf an offer is made to repurchase Debentures in connection with a Repurchase Right, if any shall be requiredthe Company will comply with all tender offer rules, shall be appointedincluding but not limited to Sections 13(e) and 14(e) under the Exchange Act and Rules 13e-1 and 14e-1 thereunder, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless extent applicable to such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companyoffer.

Repurchase Rights. If The Company has the Optionee right to reacquire any or all of the shares of Stock acquired pursuant to this Performance Unit Grant for two years after such shares of Stock are delivered to you, at a price equal to the par value of such shares, (i) if you violate any reason whatsoever ----------------- agreement covering (including without limitation death, disability, or voluntary or involuntary terminationa) ceases to be employed by non-competition with the Company or Banyan Worldwide, an Affiliate or providing services on behalf (b) non-disclosure of confidential information of the Company or Banyan Worldwidean Affiliate, (ii) if you are terminated for Cause or (iii) if, subsequent to termination of your Service with the Company or an Affiliate, the Board determines that you committed acts or omissions which would have been the basis for a termination of your Service for Cause had such acts or omissions been discovered prior to termination of your Service. A notice of repurchase shall specify the date of closing of such repurchase, which shall be no later than 30 days from the date the Company exercises such right. In the event any such repurchase right is exercised, you shall be obligated to sell such stock to the Company. If the shares of Stock have been sold prior to the date specified in Section 8(d) below for the expiration of these restrictionsBoard’s determination, then during the 90-day period following such termination you shall be required to pay to the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share an amount equal to the fair market value gross amount realized on such sale by you. This repurchase right is not considered a “repurchase” right for purposes of such Shares as Section 18.3 of the close of business on the date of termination of the Optionee's employmentPlan or this Agreement. Such fair market value shall be determined by mutual agreement of the Company Recoupment The Performance Units are subject to Company’s recoupment policy dated July 15, 2008 and the Optioneerecoupment provisions set forth in your employment agreement. Failing such agreement between Retention Rights This Agreement does not give you the Optionee and the Company within 30 days of the date of the Company's notice electing right to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days retained by the Company (which appraiser shall or any parent, Subsidiaries or affiliates) in any capacity. The Company (and any Affiliates) reserves the right to terminate your Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, do not be an officer, director or employee have any of the rights of a stockholder of the Company) , including, without limitation, the right to vote or receive dividends declared or paid on the Stock, unless and until the third within five days after said appointment last occurring Performance Units granted to you pursuant to this Agreement are paid in Stock and a certificate for such shares of Stock has been issued or an appropriate book entry has been made. Adjustments In the event of any stock dividend, stock split, change in the corporate structure affecting the Stock, or any change in the corporate structure that is not a Change in Control, the number or kind of shares covered by this grant may be adjusted pursuant to the two appraisers Plan so chosenthat thereafter, subject to the terms and conditions of the adjusted Awards, such Awards shall entitle you to receive the kind and amount of securities or property or cash receivable upon any such event by a holder of the number of Performance Units that would have been receivable with respect to such Award immediately prior thereto. Successor appraisersYour Performance Units, if any shall be requiredas applicable, shall be appointedsubject to the terms of any such agreement of merger, within a reasonable time, as nearly as may be liquidation or reorganization in the manner provided as event the Company is subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the related original appointmentsubstantive law of another jurisdiction. No appointment shall The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement, the cover page and the Plan constitute the entire understanding between you and the Company regarding this grant of Performance Units and any shares of underlying Stock. Any prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within appropriate by the time limited for his appointmentCompany to facilitate the administration of the Plan. Notice of each appointment of an appraiser shall be given promptly By accepting this grant, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data to transferees who shall include the Company and other parties in interestpersons who are designated by the Company to administer the Plan. Any expenses Consent to Electronic Delivery The Company may choose to deliver certain statutory materials relating to the appointment Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and service the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the General Counsel at 000-000-0000 to request paper copies of these documents. Electronic Signature All references to signatures and delivery of documents in this Agreement can be satisfied by procedures the Company has established or may establish for an appraiser electronic signature system for delivery and acceptance of any such documents, including this Agreement. Your electronic signature is the same as, and shall have the same force and effect as, your manual signature. Any such procedures and delivery may be paid effected by the a third party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen engaged by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination provide administrative services related to the Optionee and the Company.Plan. Threshold: $ million 12.5% of Target Performance Units Target: $ million 25% of Target Performance Units Maximum $ million 50% of Target Performance Units

Repurchase Rights. If The Corporation shall have the Optionee for right, but not the obligation, at any reason whatsoever ----------------- (including without limitation deathtime, disability, or voluntary or involuntary termination) ceases to be employed purchase all of the Shares owned by the Company or Banyan Worldwide, or providing services on behalf Subscriber for an amount equal to the sum of: (a) the Repurchase/Put Price; plus (b) the amount equal to 40% of the Company or Banyan Worldwide, prior Subscription Amount less the aggregate Dividend Amounts paid to the Subscriber as of the date specified of the Exercise Notice (collectively, the “Aggregate Repurchase Price”), which Repurchase/Put Price shall be payable in Section 8(d) below for either cash or TerrAscend Shares, as determined in the expiration sole discretion of these restrictionsthe Subscriber, then during the 90-day period following subject to compliance with applicable law. The Corporation shall exercise such termination the Company may elect, purchase rights by written notice delivered (“Exercise Notice”) given to the Optionee, Subscriber and the Corporation shall either pay to repurchase all or any portion of the Shares, at a price per share Subscriber: (i) an amount in cash equal to the fair market Aggregate Repurchase Price payable to the Subscriber by wire transfer of immediately available funds; or (ii) the Corporation shall (A) cause TerrAscend to issue the number of TerrAscend Shares having an aggregate value equal to the aggregate Repurchase/Put Price payable to the Subscriber, to be determined by dividing such aggregate Repurchase/Put Price by the Fair Market Value of such Shares a TerrAscend Share measured as of the close of business on second Trading Day immediately preceding the date of termination issuance and (B) pay to the Subscriber an amount in cash equal to 40% of the Optionee's employment. Such fair market value shall be determined by mutual agreement Subscription Amount less the aggregate Dividend Amounts paid to the Subscriber as of the Company date of the Exercise Notice. The Corporation may assign its rights under this Section 6.1 to any Person. The closing of any such purchase and the Optionee. Failing such agreement between the Optionee and the Company sale transaction shall occur within 30 days of the date of Corporation (or its assignee) delivering the Company's notice electing Exercise Notice. The Subscriber agrees that it will perform its obligations hereunder and will ratify and confirm all that the Corporation may do or cause to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as done pursuant to the related original appointmentforegoing. No appointment The Subscriber agrees that it shall be deemed execute and deliver all documents and agreements, and take all other actions, that the Corporation may reasonably request in order to consummate any repurchase as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companycontemplated herein.

Repurchase Rights. If (a) In the Optionee for any reason whatsoever ----------------- event the Director (including without limitation death, disability, or voluntary or involuntary terminationi) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf is removed as a director of the Company pursuant to Delaware law, (ii) is slated for election or Banyan Worldwide, prior re-election to the date specified in Section 8(d) below for the expiration Board of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement Directors of the Company and the Optionee. Failing such agreement between the Optionee and refuses to serve, or (iii) resigns as a director of the Company within 30 days then, the Vested Shares shall be subject to repurchase by the Company at their then Fair Market Value (and unvested shares of Restricted Stock shall be forfeited and returned to the Company) pursuant to the terms and conditions contained in Section 3 of the date Plan. (b) In the event the Director is not slated for re-election to the Board of Directors of the Company's notice electing to repurchase such Shares, then upon his termination as a director, the fair market value Company shall waive its repurchase option under Section 3 of such the Plan with respect to the Vested Shares and the unvested Shares of Restricted Stock shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) forfeited and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as returned to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers Notwithstanding the foregoing, the Investors (as defined in the Plan) shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two retain their repurchase option under Section 3 of the appraisersPlan for any Vested Shares. (c) The Company shall waive its repurchase option under Section 3 of the Plan in the event the Director ceases to be a member of the Board of Directors of the Company by reason of death or Disability as follows: (i) if the Director’s service as a director ceases prior to the 2006 Annual Meeting, which the Company will waive its repurchase option as to 25% of the Vested Shares, (ii) if the Director’s service ceases on or after the 2006 Annual Meeting, but prior to the 2007 Annual Meeting, the Company shall be conclusive upon all parties in interest in such waive its repurchase option as to 50% of the Vested Shares, (iii) if the Director’s service ceases on or after the 2007 Annual Meeting, but prior to the 2008 Annual Meeting, the Company shall waive its repurchase option as to 75% of the Vested Shares, and (iv) if the Director’s service ceases on or after the 2008 Annual Meeting, the Company shall waive its repurchase option as to 100% of the Vested Shares. Promptly following such determinationNotwithstanding the foregoing, the appraisers Investors shall mail or deliver such notice retain their repurchase option under the terms and conditions of such determination to Section 3 of the Optionee and the CompanyPlan.

Repurchase Rights. If you exercise the Optionee for any reason whatsoever ----------------- Option within six (including without limitation death, disability, 6) months prior to or voluntary or involuntary terminationthree (3) ceases to be employed by months after the date your employment with the Company or Banyan Worldwidean Affiliate is terminated for Cause, or providing services if you breach any of the covenants contained in Section 10 below, the Company shall have the right and option to repurchase from you, that number of Shares which is equal to the number you purchased upon such exercise(s) within such time periods, and you agree to sell such Shares to the Company. The Company may exercise its repurchase rights by depositing in the United States mail a written notice addressed to you at the latest mailing address for you on behalf the records of the Company or Banyan Worldwide, (i) within thirty (30) days following the termination of your employment for the repurchase of Shares purchased prior to such termination, or (ii) within thirty (30) days after any exercise of the date specified in Section 8(d) below Option for the expiration repurchase of these restrictionsShares purchased after your termination of employment. Within thirty (30) days after the mailing of such notice, then during the 90-day period following such termination you shall deliver to the Company may electthe number of Shares the Company has elected to repurchase and the Company shall pay to you in cash, by written notice delivered as the repurchase price for such Shares upon their delivery, an amount which shall be equal to the Optionee, to repurchase all or any portion purchase price paid by you for the Shares. If you have disposed of the Shares, at a price per share equal then in lieu of delivering an equivalent number of Shares to the fair market value Company, you must pay to the Company the amount of such Shares as gain realized by you from the disposition of the close Shares exclusive of business on any taxes due and payable or commissions or fees arising from such disposition. If the date Company exercises its repurchase option prior to the actual issuance and delivery to you of termination any Shares pursuant to the exercise of the Optionee's employmentOption, no Shares need be issued or delivered. Such fair market value In lieu thereof, the Company shall be determined by mutual agreement return to you the purchase price you tendered upon the exercise of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as Option to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid extent that it was actually received from you by the Company. Said appraisers shall proceed promptly to determine Following the fair market value occurrence of said Share or Shares by agreement a Change of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determinationControl, the appraisers Company shall mail or deliver such notice of such determination have no right to exercise the Optionee and the Companyrepurchase rights set forth in this Section 9.

Repurchase Rights. It is understood and agreed that the representations and warranties set forth in this Article IX shall survive the sale of the Servicing Rights to the Servicer and shall inure to the benefit of the Servicer, notwithstanding the examination or failure to examine any Mortgage File. Upon discovery by either the Purchaser or the Servicer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other party. Within sixty (60) days of the earlier of either discovery by or notice to the Purchaser of any such breach of a representation or warranty which materially and adversely affects the ownership interest of the Servicer in the Servicing Rights related to any Mortgage Loan, the Purchaser shall use its commercially reasonable efforts to cure such breach in all material respects and, if such breach cannot be so cured within such sixty (60) day period, the Purchaser shall, at the Servicer's option, repurchase the Servicing Rights affected by such breach at the Servicing Rights Repurchase Price. In the event of any such repurchase, the Servicer agrees to comply with the transfer procedures set forth in Section 6.02 of this Agreement. Any cause of action against the Purchaser relating to or arising out of the breach of any representations and warranties made in this Article IX shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Servicer or notice thereof by the Purchaser to the Servicer, (ii) failure by the Purchaser to cure such breach or repurchase such Servicing Rights related to the affected Mortgage Loan as specified above, and (iii) demand upon the Purchaser by the Servicer for compliance with Section 9.15. If a Mortgage Loan is repurchased by the Optionee for Seller from the Purchaser pursuant to Subsection 9.03 of the Purchase Agreement, the Purchaser shall, within 10 days after such repurchase by the Seller, repurchase the Servicing Rights related to such Mortgage Loan from the Servicer at the Servicing Rights Repurchase Price. In addition to the repurchase obligation in this Section 9.12, the Purchaser shall indemnify the Servicer and its present and former directors, officers, employees and agents and hold such parties harmless against any reason whatsoever ----------------- claims, losses, damages, penalties, fines, forfeitures, (including without limitation deathlimitation, disabilityreasonable and necessary legal fees and expenses) and related costs, judgments, and other costs and expenses resulting from any good faith claim, demand, defense or assertion based on or grounded upon, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwideresulting from, or providing services on behalf a breach of the Company or Banyan Worldwide, prior to the date specified Purchaser's representations and warranties contained in Section 8(d) below for the expiration Article IX of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companythis Agreement.

Repurchase Rights. If (i) Upon the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed termination of employment of the Grantee by the Company or Banyan Worldwideany of its Subsidiaries for any reason (the reason for the termination of such employment, or providing services on behalf the "Termination Event" and the date of such termination, the "Termination Date"), subject to the provisions of this Section 7 and the prior approval of the Compensation Committee of the Board (or if there is no such Compensation Committee, the Board), the Company or Banyan Worldwideshall have the right (but not the obligation) to purchase, prior and if such right is exercised, the Grantee shall sell, and shall cause any Permitted Transferees of the Grantee to sell (and such Permitted Transferees shall sell), to the date specified in Section 8(d) below for the expiration of these restrictionsCompany, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion (as determined by the Company) of the Shares, Purchased Shares (if any) owned by the Grantee or his Permitted Transferees at a price per share Settlement Share equal to an amount (the fair market value of such Shares "Termination Price") (as determined pursuant to Section 7(b) below); provided, that the parties acknowledge that any unvested Options held by the Grantee as of the close Termination Date shall be cancelled pursuant to this Agreement. (ii) With respect to the Purchased Shares, the Company shall notify the Grantee in writing, within the Call Period whether the Company will exercise its right to purchase the Purchased Shares (the date on which the Grantee is so notified, the "Call Notice Date"). (iii) The closing of business the purchase by the Company of Purchased Shares pursuant to this Section 7 shall take place at the principal office of the Company, on the date of termination of chosen by the Optionee's employmentCompany, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the Call Notice Date. Such fair market value shall be determined by mutual agreement of At such closing, (A) the Company and shall pay the Optionee. Failing Grantee and/or such agreement between the Optionee and the Company within 30 days Grantee's Permitted Transferees, as applicable, against delivery of the date of the Company's notice electing to repurchase duly endorsed certificates described below representing such Purchased Shares, the fair market value aggregate Termination Price by wire transfer of immediately available federal funds and (B) the Grantee and/or such Grantee's Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Purchased Shares shall to be determined by three appraisers, one designated within five days after the termination of said 30-day period purchased by the Optionee Company, duly endorsed, or his with share (or her legal representatives equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary share (which appraiser shall not be or equivalent) transfer tax stamps affixed. The delivery of a certificate or certificates for the Optionee or his or her legal representative), one within said period of five days Purchased Shares by the Company (which appraiser shall not be an officer, director or employee of the Companyany Person selling such Purchased Shares pursuant to this Section 7(a)(iii) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed a representation and warranty by such Person that: (w) such Person has full right, title and interest in and to such Purchased Shares; (x) such Person has all necessary power and authority and has taken all necessary action to sell such Purchased Shares as having been accomplished unless contemplated; (y) such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment Purchased Shares are free and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement clear of any two of the appraisers, which shall be conclusive upon and all parties in interest in liens or encumbrances; and (z) there is no adverse claim with respect to such Purchased Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If (a) At any time after the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, Warrant becomes exercisable and prior to the date specified in Section 8(d) below for the expiration of these restrictionsthe Warrant, then during in accordance with the 90-day period following such termination terms thereof: (i) Winter Park Bank may, and upon the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion request of the SharesHolder, Winter Park Bank shall, repurchase the Warrant from the Holder at a price per share (the "Warrant Repurchase Price") equal to the fair market difference between the "Market/Offer Price" (as defined in paragraph (b) below) and the Exercise Price, multiplied by the number of shares for which the Warrant may then be exercised, in the aggregate, but only if the Market/Offer Price is greater than the Exercise Price; and (ii) Winter Park Bank may, and upon the written request of the owner (the "Owner") of any shares of Winter Park Common purchased pursuant to an exercise of the Warrant ("Warrant Stock"), Winter Park Bank shall, repurchase all of the shares of Warrant Stock held by such Owner at a price (the "Warrant Stock Repurchase Price") equal to the number of shares to be repurchased hereunder multiplied by the greater of the Exercise Price and the Market/Offer Price. (b) For purposes of paragraph (a) of this Section 7, the "Market/Offer Price" shall mean the highest of (i) the price per share at which a tender offer or exchange offer for shares of Winter Park Common has been made, (ii) the price per share of Winter Park Common to be paid by any third party pursuant to an agreement with Winter Park Bank, and (iii) the highest closing price for shares of Winter Park Common within the 4-month period immediately preceding the date the Holder gives notice of the required repurchase of the Warrant or the Owner gives notice of the required repurchase of Warrant Stock, as appropriate. In the event that an exchange offer is made or an agreement is entered into for a merger or consolidation involving consideration other than cash, the value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value securities or other property issuable or deliverable in exchange for Winter Park Common shall be determined by mutual agreement of a nationally recognized investment banking firm mutually acceptable to the Company parties hereto. (c) The Holder and the Optionee. Failing Owner may exercise their respective rights to require Winter Park Bank to repurchase the Warrant or the Warrant Stock pursuant to this Section 7 by surrendering for such agreement between purpose to Winter Park Bank, at its principal office, the Optionee Warrant or certificates for shares of Warrant Stock, as the case may be, free and clear of any liens, claims, encumbrances, or rights of third parties of any kind, accompanied by a written notice or notices stating that the Company within 30 days of Holder or the date of Owner, as the Company's notice electing case may be, requests Winter Park Bank to repurchase such SharesWarrant or Warrant Stock in accordance with the provisions of this Section 7. Subject to the last proviso of paragraph 7(d) below, the fair market value of such Shares shall be determined by three appraisersas promptly as practicable, one designated and in any event within five business days after the termination surrender of said 30-day period by the Optionee Warrant or his certificates representing shares of Warrant Stock and the receipt of such notice or her legal representatives notices relating thereto, Winter Park Bank shall deliver or cause to be delivered to the Holder or Owner the Warrant Repurchase Price or the Warrant Stock Repurchase Price therefor, as applicable, or the portion thereof which Winter Park Bank is not then prohibited under applicable law and regulation from so delivering. (d) To the extent that Winter Park Bank is prohibited under applicable law or regulation, or as a result of administrative or judicial action, from repurchasing the Warrant and/or the Warrant Stock in full at any time that it may be required to do so hereunder, Winter Park Bank shall immediately so notify the Holder and/or the Owner and thereafter deliver or cause to be delivered, from time to time, to the Holder and/or the Owner, as appropriate, the portion of the Warrant Repurchase Price and the Warrant Stock Repurchase Price, respectively, which appraiser shall not be it is no longer prohibited from delivering, within five business days after the Optionee or his or her legal representative), one within said date on which Winter Park Bank is no longer so prohibited. Upon receipt of such notice from Winter Park Bank and for a period of five 15 days by thereafter, the Company (which appraiser shall not be an officer, director or employee Holder and/or Owner may revoke its notice of repurchase of the Company) and Warrant and/or Warrant Stock by written notice to Winter Park Bank at its principal office stating that the third within five days after said appointment last occurring by Holder and/or the two appraisers so chosen. Successor appraisersOwner elects to revoke its election to exercise its right to require Winter Park Bank to repurchase the Warrant and/or Warrant Stock, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as whereupon Winter Park Bank will promptly deliver to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within Holder and/or Owner the time limited Warrant and/or certificates representing shares of Warrant Stock surrendered to Winter Park Bank for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice purposes of such determination repurchase. Whether or not such election is revoked, Winter Park Bank hereby agrees to use its best efforts to obtain all required legal and regulatory approvals necessary to permit Winter Park Bank to repurchase the Optionee and Warrant and/or the CompanyWarrant Stock as promptly as practicable.

Repurchase Rights. If (a) The Company shall repurchase the Optionee Subdebt Shares in accordance with the terms of the Stock Purchase Agreement. (b) The Company may repurchase Stockholder Shares in accordance with the terms and conditions of the Company’s Stock Incentive Plan. (c) The Company shall, subject to obtaining the prior written consent of the Subdebt Investor, repurchase the Founders Stock for any reason whatsoever ----------------- $0.50 per share in the event the Company is sold, liquidated or completes a Qualified Public Offering for less than $12.00 per share (including without limitation deathas adjusted for splits, disabilityreverse stock splits, stock dividends, share combinations and the like). In the event the Company completes a Qualified Public Offering for more than $12.00 per share or voluntary if the Company’s shares have a fair market value on a recognized trading market for at least thirty (30) consecutive days in excess of $12.00 per share (in each case, as adjusted for splits, reverse stock splits, stock dividends, share combinations and the like), this obligation of the Company to repurchase such Founders Stock shall automatically terminate and the Company shall have no further right with respect thereto. (d) Notwithstanding anything to the contrary contained in this Agreement or involuntary termination) ceases to be employed the Stock Incentive Plan, all repurchases of Stockholder Shares by the Company under this Section 12 shall be subject to applicable restrictions contained in federal law, this Agreement and in the Company’s and its respective Subsidiaries’ debt and equity financing agreements (each a “Financier”). Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or Banyan Worldwide, or providing services on behalf otherwise delay the repurchase of Stockholder Shares hereunder which the Company is otherwise entitled or Banyan Worldwiderequired to make, prior to the Company shall or may, as applicable, make such repurchases within thirty (30) days after the date specified that it is permitted to do so under such restrictions (and the failure to make such repurchase shall not constitute a breach or default hereunder), provided that, in Section 8(d) below for such event, the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, to repurchase all or any portion of the Shares, at a price per share equal to the fair market value of such Shares as of the close of business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement calculated as of the Company actual date of the repurchase, and the Optionee. Failing such agreement between the Optionee and the Company within 30 days not as of the date of the Company's notice electing to repurchase such Shares, the fair market value effectiveness of such Shares restriction. The Company shall be determined by three appraisers, one designated within five days after have the termination of said 30-day period right to assign its rights under this Section 12 so long as such assignment is approved by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee Board of the Company. (e) In the event that Stockholder Shares are repurchased pursuant to this Section 12, the Stockholder and his, her or its successors, assigns or representatives will cooperate with the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisersCompany, if any shall be requiredat Company’s expense, shall be appointedto take all steps reasonably necessary and desirable to obtain all required third-party, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment governmental and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by regulatory consents and approvals and cooperate with the Company to take all other actions reasonably necessary and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly desirable to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice facilitate consummation of such determination to the Optionee and the Companyrepurchase(s) in a timely manner.

Repurchase Rights. If (a) After the Optionee Closing, the Buyer presently intends to consummate an initial public offering of shares of Buyer Common Stock (the "IPO") (b) In the event that the IPO is not consummated by December 31, 1999 (i.e., shares of Buyer Common Stock are not traded on a national securities exchange, the NASDAQ National Market System or in the over-the-counter market by such date), then each of the Shareholders who at the time own Buyer Common Stock shall have the option (the "Re-purchase Option") to require the Buyer to repurchase all (and not less than all) of such shares (the "Repurchased Shares") for any reason whatsoever ----------------- an aggregate cash purchase price in an amount equal to the sum of (including without limitation death, disability, i) ten times the "Average Post-Tax Profits 11 (as defined below) of the Buyer (or voluntary that division or involuntary termination) ceases to be employed by direct or indirect subsidiary of the Company or Banyan Worldwide, or providing services on behalf Buyer as shall operate solely the business of the Company or Banyan Worldwideafter the Merger) and (ii) $120,000.00, prior such purchase price to be pro rated if the Merger Shares of only one of the Shareholders are repurchased. The Shareholders (to the date specified in Section 8(dextent they own the Repurchased Shares) below for shall give the expiration of these restrictions, then during the 90-day period following such termination the Company may elect, by Buyer written notice delivered (the "Exercise Notice") of their intent to exercise the Repurchase Option no earlier than January 1, 2000 and no later than February 28, 2000. Time shall be of the essence with respect to the Optionee, to repurchase all or any portion giving of the Exercise Notice. (c) If the Repurchase Option shall be timely exercised, (i) the closing of the repurchase of the Repurchased Shares shall take place at a time and place designated by the Buyer within 120 days after the Buyer's receipt of the Exercise Notice, and (ii) at the 30 closing, the holders of the Repurchased Shares shall deliver to the Buyer (or its assignee) the certificates representing the Repurchased Shares, at a duly endorsed for transfer and warranted to be free of all liens, claims, security interests and encumbrances, against payment of the purchase price per share equal by certified or bank cashier's checks or wire transfers. (d) As used in this Agreement, the term "Average Post-Tax Profits" shall mean, with respect to the fair market value of such Shares as Buyer (or that division or direct or indirect subsidiary of the close of Buyer as shall operate solely the business on the date of termination of the Optionee's employment. Such fair market value shall be determined by mutual agreement of the Company after the Merger), the average of its net income (if any) or loss, determined in accordance with generally accepted accounting principles, applied on a consistent basis, after provision for all Taxes, for the years ending December 31, 1998 and the Optionee. Failing such agreement between the Optionee and 1999 (including any net income or loss of the Company within 30 days of from January 1, 1998 through the date of Closing Date), except that the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee or his or her legal representatives (which appraiser following shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be included in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice determination of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company."Average Post-Tax Profits":

Repurchase Rights. If (a) Subject to Section 6.1, at any time on or after the Optionee for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, Exercise Date and prior to the date specified Expiration Date, Grantee shall have the right (the "Repurchase Right") to require Issuer to repurchase from Grantee (i) the Option ---------------- or any part thereof as Grantee shall designate at a price (the "Option ------ Repurchase Price") equal to the amount, subject to reduction at the sole ---------------- discretion of Grantee pursuant to clause (iii) of Section 6.1(a), by which (A) the Market/Offer Price (as defined below) exceeds (B) the Exercise Price, multiplied by the number of Option Shares as to which the Option is to be repurchased and (ii) such number of Option Shares as Grantee shall designate at a price (the "Option Share Repurchase Price") equal to the Market/Offer Price ----------------------------- multiplied by the number of Option Shares so designated. The term "Market/Offer ------------ Price" shall mean the highest of (i) the highest price per share of Issuer ----- Common Stock offered or paid in Section 8(dany Acquisition Proposal, or (ii) below the highest closing price for the expiration shares of these restrictions, then Issuer Common Stock during the 90six-day month period following such termination immediately preceding the Company may electdate Grantee gives the Repurchase Notice (as hereinafter defined). In determining the Market/Offer Price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by Grantee and reasonably acceptable to Issuer, which determination, absent manifest error, shall be conclusive for all purposes of this Agreement. (b) Grantee shall exercise its Repurchase Right by delivering to Issuer written notice delivered (a "Repurchase Notice") stating that Grantee elects to the Optionee, ----------------- require Issuer to repurchase all or any a portion of the Option and/or the Option Shares as specified therein. The closing of the Repurchase Right (the "Repurchase Closing") shall take place in the United States at the place, time ------------------- and date specified in the Repurchase Notice, which date shall not be less than two Business Days nor more than ten Business Days from the date on which the Repurchase Notice is delivered. At the Repurchase Closing, subject to the receipt of a writing evidencing the surrender of the Option and/or certificates representing Option Shares, as the case may be, Issuer shall deliver to Grantee the Option Repurchase Price therefor or the Option Share Repurchase Price therefor, as the case may be, or the portion thereof that Issuer is not then prohibited under applicable Law from so delivering. At the Repurchase Closing, (i) Issuer shall pay to Grantee the Option Repurchase Price for the portion of the Option which is to be repurchased or the Option Shares Repurchase Price for the number of Option Shares to be repurchased, as the case may be, by wire transfer of immediately available funds to an account specified by Grantee at least 24 hours prior to the Repurchase Closing and (ii) if the Option is repurchased only in part, Issuer and Grantee shall execute and deliver an amendment to this Agreement reflecting the Option Shares for which the Option is not being repurchased. (c) To the extent that Issuer is prohibited under applicable Law from repurchasing the portion of the Option or the Option Shares designated in such Repurchase Notice, Issuer shall immediately so notify Grantee and thereafter deliver, from time to time, to Grantee the portion of the Option Repurchase Price and the Option Share Repurchase Price, respectively, that it is no longer prohibited from delivering, within five Business Days after the date on which Issuer is no longer so prohibited; provided, however, that if Issuer at -------- ------- any time after delivery of a Repurchase Notice is prohibited under applicable Law from delivering to Grantee the full amount of the Option Repurchase Price and the Option Share Repurchase Price for the Option or Option Shares to be repurchased, respectively, Grantee may rescind the exercise of the Repurchase Right, whether in whole, in part or to the extent of the prohibition, and, to the extent rescinded, no part of the amounts, terms or the rights with respect to the Option or Repurchase Right shall be changed or affected as if such Repurchase Right were not exercised. Issuer shall use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices to permit Grantee to exercise its Repurchase Right and shall use its reasonable best efforts to avoid or cause to be rescinded or rendered inapplicable any prohibition on Issuer's repurchase of the Option or the Option Shares. (d) If the Grantee has acquired Option Shares pursuant to the exercise of the Option, then, at any time during the period beginning six months from the Exercise Date and ending 12 months from the Exercise Date (the "Issuer ------ Purchase Period"), the Issuer may require the Grantee, upon delivery to the --------------- Grantee of a notice stating that the Issuer is exercising its rights under this Section 5.1(d), to sell to the Issuer all, but not less than all, of the Option Shares held by the Grantee. (The date on which the Issuer delivers such notice to the Grantee is referred to as the "Issuer Request Date.") Such repurchase ------------------- shall be at an aggregate price per share (the "Issuer Repurchase Consideration") equal to ------------------------------- the fair market value of such Shares as sum of the close aggregate number of business Option Shares held by the Grantee multiplied by the Market/Offer Price. The closing of any repurchase of Option Shares pursuant to this Section 5.1(d) shall take place on the date of termination of designated by the Optionee's employment. Such fair market value Issuer in the notice delivered pursuant to this Section 5.1(d), which date shall be determined by mutual agreement of no more than 20 and no less than three business days from the Company Issuer Request Date. On the closing date, the Issuer shall pay the Issuer Repurchase Consideration to the Grantee in immediately available funds, and the Optionee. Failing such agreement between Grantee shall thereupon surrender to the Optionee and Issuer the Company within 30 days certificate or certificates evidencing the shares of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period Issuer Common Stock repurchased by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representativeIssuer pursuant to this Section 5.1(d), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and the Optionee, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee and the Company.

Repurchase Rights. If (a) The Interest of a Member who disassociates from the Optionee Company for any reason whatsoever ----------------- (including without limitation death, disability, or voluntary or involuntary termination) ceases to be employed by the Company or Banyan Worldwide, or providing services on behalf of the Company or Banyan Worldwide, prior to the date specified set forth in Section 8(d7.1 (a "Disassociation Event") below for may be repurchased, at the expiration Company's option, from such Member (or his or her successors-in-interest) (any of these restrictionswhich is referred to as the "Selling Member") as set forth in this Section. At any time within six months after it receives notice of a Disassociation Event, then during the 90-day period following such termination the Company may elect, by written notice delivered (the "Purchase Notice") given to the OptioneeSelling Member, to repurchase all or any portion of the Shares, at a price per share Selling Member's Interest for an aggregate amount equal to the fair market Purchase Price (as defined below). The purchase of a Selling Member's Interest hereunder shall take place on the date designated in the Purchase Notice, which date shall be not more than one year after notice of the Disassociation Event was delivered (the "Closing Date"). (b) The price for a Selling Member's Interest under Section 7.3(a) (the "Purchase Price") shall be based on the Company's value as a going concern, including its goodwill. If the Selling Member and the Company cannot agree on the Purchase Price within 30 days after the end of the six-month period referred to in Section 7.3 (a), the Purchase Price shall be the appraised value of such Shares the Selling Member's Interest, determined as of the close date on which notice of business the Disassociation Event was delivered, by an appraiser jointly designated by the Selling Member and the Company. If the parties cannot agree upon an appraiser within ten days following the date on which they acknowledge that they cannot otherwise agree on the date of termination of Purchase Price, the Optionee's employment. Such fair market value Purchase Price shall be determined by mutual agreement of the Company and the Optionee. Failing such agreement between the Optionee and the Company within 30 days of the date of the Company's notice electing to repurchase such Shares, the fair market value of such Shares shall be determined by three two appraisers, one designated within five days after the termination of said 30-day period which shall be chosen by the Optionee or his or her legal representatives (which appraiser shall not be the Optionee or his or her legal representative), one within said period of five days by the Company (which appraiser shall not be an officer, director or employee of the Company) Selling Member and the third within five days after said appointment last occurring by the two appraisers so chosen. Successor appraisers, if any other of which shall be required, shall be appointed, within a reasonable time, as nearly as may be in the manner provided as to the related original appointment. No appointment shall be deemed as having been accomplished unless such appraiser shall have accepted in writing his appointment as such within the time limited for his appointment. Notice of each appointment of an appraiser shall be given promptly to the other parties in interest. Any expenses relating to the appointment and service of an appraiser shall be paid by the party appointing such appraiser or, in the case of the appraiser appointed by the appraisers chosen by the Company and within ten days following the Optioneedate on which such parties acknowledge that they cannot otherwise agree on a single appraiser. In the appraisal process, an appropriate discount shall be paid taken on the value of an Interest by reason of the fact that it is a minority Interest. If the two appraisers agree upon the appraised value, they shall jointly render a written report thereof to the Selling Member and the Company. Said If the appraisers have not so agreed, within 15 days following their appointment, they shall proceed promptly to appoint a third appraiser, who shall appraise the Company's assets, determine the fair market appraised value and render a written report thereof. In such a case, the appraised value shall be the average of said Share or Shares by agreement of any the closest two of the three appraisals. The two appraisers' determination (or the third appraiser's determination of the appraised value hereunder, which if required) shall be conclusive upon all parties in interest in such Sharesand binding on the parties. Promptly following such determinationEach party shall pay the fees and expenses of the appraiser designated by that party and shall bear one-half of the fees and expenses of a single appraiser, or of the appraisers shall mail or deliver such notice of such determination to the Optionee and the Companythird appraiser, if required.