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 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 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 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 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 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 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 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 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(d7(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 ’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 ’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 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. Acceleration of Vesting upon Death, Permanent Disability, Retirement, Change in Control and Termination of the Plan. 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 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 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. 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 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 payable 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.three

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 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 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 to provide administrative services related to the Plan. By checking the “Read and Acknowledge Award Documents” box on the OptioneeXxxxxx Xxxxxxx Xxxxx Xxxxxx website, shall be paid by the Company. Said appraisers shall proceed promptly you agree to determine the fair market value of said Share or Shares by agreement of any two all of the appraisersterms and conditions described above, which shall be conclusive upon all parties in interest your employment agreement and in such Sharesthe Plan. Promptly following such determination, the appraisers shall mail or deliver such notice EXHIBIT A 2011 PERFORMANCE GOALS AND NUMBER OF SHARES OF STOCK Adjusted EBITDA* Shares of such determination to the Optionee and the Company.Stock** 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 (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. 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 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 ----------------- 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 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 Restoration 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. 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 9 below. Such fair market value shall be determined by mutual agreement If the Company exercises its repurchase Restoration Option prior to the actual issuance and delivery to you of any Shares pursuant to the exercise of the Company and the OptioneeRestoration Option, 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 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 12 below, 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. 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 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 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 In 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, event that Employee terminates employment prior to the date specified in Section 8(d) below for Corporation has become subject to the expiration reporting requirements of these restrictionsthe Securities Exchange Act of 1934, then during Corporation shall have the 90-day period following such termination the Company may elect, by written notice delivered to the Optionee, obligation to repurchase all of the Awarded Shares that have become vested, or any portion lesser number designated by Employee, if the Employee gives a written sale notice to Corporation within 90 days of termination. Corporation shall purchase the vested Awarded Shares to be sold by Employee for their fair market value, determined as of the Shares, at a price per share equal termination date in good faith by the Board of Directors without regard to any minority discount or limitations on liquidity. In the event that Employee is not satisfied with the fair market value of such Shares as determination of the close Board of business on the date of termination of the Optionee's employment. Such Directors, Employee may require such fair market value shall to be determined by mutual agreement an independent appraiser mutually acceptable to Employee and Corporation, and Employee and Corporation agree to be bound by the determination of such appraiser. Employee agrees to pay one-half of the Company appraiser's fees and expenses, but not to exceed $10,000, and Corporation shall pay the Optioneebalance of the appraiser's fees and expenses. Failing such agreement between If Employee exercises his right to require Corporation to repurchase his vested Awarded Shares, Corporation and Employee agree that the Optionee repurchase and payment for the Company shares will be made in a single lump-sum cash payment and will occur within 30 days after receipt by Corporation of the date notice of the Company's notice electing to repurchase such Sharesexercise, the or, if later, within 30 days after a fair market value determination is made by an independent appraiser. In the event Employee does not elect to require Corporation to repurchase his vested Awarded Shares, Corporation shall have a right of such first refusal with respect to any third-party sale of the vested Awarded Shares shall be determined by three appraisers, one designated within five days after Employee at the termination of said 30-day period price offered by the Optionee or his or her legal representatives (which appraiser shall not be third party, and a right to repurchase 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 vested Awarded Shares at their fair market value (established in the same manner as described above) in the event of said Share an involuntary transfer by Employee or Shares by agreement of any two gift or other below-market transfer of the appraisers, which shall be conclusive upon all parties in interest in shares. Employee will have rights to transfer the vested Awarded Shares to immediate family members or trusts and partnerships benefitting such immediate family members provided such rights of first refusal will continue to apply to the transferred Awarded Shares. Promptly following such determination, Employee's right to require Corporation to repurchase vested Awarded Shares and Corporation's right of first refusal and repurchase shall terminate in the appraisers shall mail or deliver such notice of such determination event Corporation becomes subject to the Optionee and reporting requirements of the CompanySecurities Exchange Act of 1934.

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 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 or, in Redeemed Securities and (y) an amount equal to the case Fair Market Value of the appraiser appointed by Common Stock as of the appraisers chosen by date of delivery of the Company and the Optionee, 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 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 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 9.8 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. 9.9 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 Sharesrestrictions 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. Promptly following such determination20 9.10 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 that are necessary or appropriate to complete the Optionee and the Companyactions required by this Section 9. Section 10.

Repurchase Rights. If the Optionee Participant 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(d5(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 OptioneeParticipant, to repurchase all or any portion of the Option Shares, at a price per share equal to the fair market value of such Option Shares as of the close of business on the date of termination of the OptioneeParticipant's employment. Such fair market value shall be determined by mutual agreement of the Company and the OptioneeParticipant. Failing such agreement between the Optionee Participant and the Company within 30 days of the date of the Company's notice electing to repurchase such Option Shares, the fair market value of such Option Shares shall be determined by three appraisers, one designated within five days after the termination of said 30-day period by the Optionee Participant or his or her legal representatives (which appraiser shall not be the Optionee Participant 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 OptioneeParticipant, shall be paid by the Company. Said appraisers shall proceed promptly to determine the fair market value of said Share or Option Shares by agreement of any two of the appraisers, which shall be conclusive upon all parties in interest in such Option Shares. Promptly following such determination, the appraisers shall mail or deliver such notice of such determination to the Optionee Participant and the Company.

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.

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.