Common use of Repurchase Rights Clause in Contracts

Repurchase Rights. In addition to, and not in lieu of, the restrictions set forth in Sections 9 and 10 of the Plan, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon such Material Breach Event, (ii) at any time thereafter upon delivery of written notice by the Company, the Holder shall be obligated to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or his or its transferee) from the Company or any other Person or Group in connection with the transfer by the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior to the date of such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below).

Repurchase Rights. In addition to, and not in lieu of, the restrictions set forth in Sections 9 and 10 of the Plan, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon such Material Breach Event, (ii) at any time thereafter upon delivery of written notice by the Company, the Holder shall be obligated to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or his or its transferee) from the Company or any other Person or Group in connection with the transfer by the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior to the date of such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below).the

Repurchase Rights. In addition tothe event that the Company obtains or otherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Debentures a notice thereof and the Repurchase Right arising as a result thereof (a "Repurchase Notice"). To exercise the Repurchase Right, a Holder of Debentures must deliver on or before the fifteenth day after the date of the Repurchase Notice irrevocable written notice to the Exchange Agent of the Holder's exercise of such right, together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the date of the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the "Triggering Date") is before August 15, 2000, the product of (a) 120% and (b) the greater of the principal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or after August 15, 2000, the greater of (a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). The obligation of the Company to deliver Exchange Property (or cash in lieu thereof) in exchange for Debentures shall survive and continue to apply in full force and effect following and notwithstanding the occurrence of any event triggering a Repurchase Right. Failure by the Company to exchange Debentures in accordance with this Third Supplemental Indenture or to repurchase Debentures upon valid exercise of a Repurchase Right will constitute an Event of Default with respect to the Debentures pursuant to Section 501(7) of the Indenture, and not Holders of Debentures will have the remedies provided for in lieu ofthe Indenture, the restrictions set forth in Sections 9 and 10 including acceleration of the Planindebtedness evidenced by the Debentures, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon any such Material Breach Event, (ii) at any time thereafter upon delivery of written notice by the Company, the Holder shall be obligated failure. If an offer is made to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or his or its transferee) from the Company or any other Person or Group repurchase Debentures in connection with a Repurchase Right, the transfer by Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior Exchange Act and Rules 13e-1 and 14e-1 thereunder, to the date of extent applicable to such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below)offer.

Repurchase Rights. In addition tothe event that the Company obtains or otherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Debentures a notice thereof and the Repurchase Right arising as a result thereof (a "Repurchase Notice"). To exercise the Repurchase Right, a Holder of Debentures must deliver on or before the fifteenth day after the date of the Repurchase Notice irrevocable written notice to the Exchange Agent of the Holder's exercise of such right, together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the date of the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the "Triggering Date") is before July 15, 2000, the product of (a) 120% and (b) the greater of the principal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or after July 15, 2000, the greater of (a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). The obligation of the Company to deliver Exchange Property (or cash in lieu thereof) in exchange for Debentures shall survive and continue to apply in full force and effect following and notwithstanding the occurrence of any event triggering a Repurchase Right. Failure by the Company to exchange Debentures in accordance with this Fourth Supplemental Indenture or to repurchase Debentures upon valid exercise of a Repurchase Right will constitute an Event of Default with respect to the Debentures pursuant to Section 501(7) of the Indenture, and not Holders of Debentures will have the remedies provided for in lieu ofthe Indenture, the restrictions set forth in Sections 9 and 10 including acceleration of the Planindebtedness evidenced by the Debentures, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon any such Material Breach Event, (ii) at any time thereafter upon delivery of written notice by the Company, the Holder shall be obligated failure. If an offer is made to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or his or its transferee) from the Company or any other Person or Group repurchase Debentures in connection with a Repurchase Right, the transfer by Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior Exchange Act and Rules 13e-1 and 14e-1 thereunder, to the date of extent applicable to such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below)offer.

Repurchase Rights. In addition tothe event that the Company obtains or otherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Debentures a notice thereof and the Repurchase Right arising as a result thereof (a "Repurchase Notice"). To exercise the Repurchase Right, a Holder of Debentures must deliver on or before the fifteenth day after the date of the Repurchase Notice irrevocable written notice to the Exchange Agent of the Holder's exercise of such right, together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the date of the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the "Triggering Date") is before August 15, 2000, the product of (a) 120% and (b) the greater of the principal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or after August 15, 2000, the greater of (a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). The obligation of the Company to deliver Exchange Property (or cash in lieu thereof) in exchange for Debentures shall survive and continue to apply in full force and effect following and notwithstanding the occurrence of any event triggering a Repurchase Right. Failure by the Company to exchange Debentures in accordance with this Fourth Supplemental Indenture or to repurchase Debentures upon valid exercise of a Repurchase Right will constitute an Event of Default with respect to the Debentures pursuant to Section 501(7) of the Indenture, and not Holders of Debentures will have the remedies provided for in lieu ofthe Indenture, the restrictions set forth in Sections 9 and 10 including acceleration of the Planindebtedness evidenced by the Debentures, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon any such Material Breach Event, (ii) at any time thereafter upon delivery of written notice by the Company, the Holder shall be obligated failure. If an offer is made to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or his or its transferee) from the Company or any other Person or Group repurchase Debentures in connection with a Repurchase Right, the transfer by Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior Exchange Act and Rules 13e-1 and 14e-1 thereunder, to the date of extent applicable to such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below)offer.

Repurchase Rights. In addition tothe event that the Company obtains or otherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Debentures a notice thereof and the Repurchase Right arising as a result thereof (a "Repurchase Notice"). To exercise the Repurchase Right, a Holder of Debentures must deliver on or before the fifteenth day after the date of the Repurchase Notice irrevocable written notice to the Exchange Agent of the Holder's exercise of such right, together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the date of the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the "Triggering Date") is before February 1, 2000, the product of (a) 120% and (b) the greater of the principal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or after February 1, 2000, the greater of (a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). The obligation of the Company to deliver Exchange Property (or cash in lieu thereof) in exchange for Debentures shall survive and continue to apply in full force and effect following and notwithstanding the occurrence of any event triggering a Repurchase Right. Failure by the Company to exchange Debentures in accordance with this Third Supplemental Indenture or to repurchase Debentures upon valid exercise of a Repurchase Right will constitute an Event of Default with respect to the Debentures pursuant to Section 501(7) of the Indenture, and not Holders of Debentures will have the remedies provided for in lieu ofthe Indenture, the restrictions set forth in Sections 9 and 10 including acceleration of the Planindebtedness evidenced by the Debentures, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon any such Material Breach Event, (ii) at any time thereafter upon delivery of written notice by the Company, the Holder shall be obligated failure. If an offer is made to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or his or its transferee) from the Company or any other Person or Group repurchase Debentures in connection with a Repurchase Right, the transfer by Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior Exchange Act and Rules 13e-1 and 14e-1 thereunder, to the date of extent applicable to such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below)offer.

Repurchase Rights. In addition tothe event that the Company obtains or otherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, each Holder will have the right ("Repurchase Right"), at such Holder's option, to require the Company to repurchase all of such Holder's Debentures, or a portion thereof which is $1,000 or any integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Debentures a notice thereof and the Repurchase Right arising as a result thereof (a "Repurchase Notice"). To exercise the Repurchase Right, a Holder of Debentures must deliver on or before the fifteenth day after the date of the Repurchase Notice irrevocable written notice to the Exchange Agent of the Holder's exercise of such right, together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") that is 30 days after the date of the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the "Triggering Date") is before July 15, 2000, the product of (a) 120% and (b) the greater of the principal amount of such Debentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or after July 15, 2000, the greater of (a) the redemption price specified in Section 103 hereof on the Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day). The obligation of the Company to deliver Exchange Property (or cash in lieu thereof) in exchange for Debentures shall survive and continue to apply in full force and effect following and notwithstanding the occurrence of any event triggering a Repurchase Right. Failure by the Company to exchange Debentures in accordance with this Third Supplemental Indenture or to repurchase Debentures upon valid exercise of a Repurchase Right will constitute an Event of Default with respect to the Debentures pursuant to Section 501(7) of the Indenture, and not Holders of Debentures will have the remedies provided for in lieu ofthe Indenture, the restrictions set forth in Sections 9 and 10 including acceleration of the Planindebtedness evidenced by the Debentures, in the event a Material Breach Event (as defined below) occurs, (i) all of the Holder’s Options (whether or not vested) shall immediately expire upon any such Material Breach Event, (ii) at any time thereafter upon delivery of written notice by the Company, the Holder shall be obligated failure. If an offer is made to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or his or its transferee) from the Company or any other Person or Group repurchase Debentures in connection with a Repurchase Right, the transfer by Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior Exchange Act and Rules 13e-1 and 14e-1 thereunder, to the date of extent applicable to such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below)offer.

Repurchase Rights. In addition tothe event that PPD and SUBSIDIARY gives written notice of demand for payment of indemnification obligations required to be paid by INGENEX to PPD and SUBSIDIARY under Section 10.1 which, when added to indemnification obligations already paid by INGENEX to PPD or SUBSIDIARY under Section 10.1, exceed in the aggregate Three Million Dollars ($3,000,000), then in such case INGENEX shall have right to repurchase (the "Repurchase Transaction") the Acquired Assets, and not any improvements made or developed in lieu of, the restrictions set forth in Sections 9 and 10 respect of the PlanAcquired Assets since the Closing Date, if and to the extent still owned by SUBSIDIARY. INGENEX shall exercise its rights to repurchase the Acquired Assets hereunder by giving written notice to PPD and SUBSIDIARY of its intent to do so within thirty (30) days after final resolution of and written notice to INGENEX of demand for payment of indemnification claims required to be paid to PPD and SUBSIDIARY which, in the aggregate when added with all prior indemnification claims paid by INGENEX, exceed Three Million Dollars ($3,000,000). The closing of the Repurchase Transaction shall occur within sixty (60) days after INGENEX's notice of its intention to exercise its right of repurchase hereunder. In the event a Material Breach Event INGENEX exercises its right of repurchase, the purchase price for the Acquired Assets shall be Eight Million Seven Hundred Twenty-Two Thousand Five Hundred Dollars ($8,722,500) adjusted as defined below) occurs, follows: (i) less all amounts actually paid by INGENEX for indemnification obligations to PPD and SUBSIDIARY in respect of the Holder’s Options (whether or not vested) shall immediately expire upon such Material Breach Eventany Losses, (ii) less the fair market value, determined by independent appraisal at any the time thereafter upon delivery of written notice by the Company, the Holder shall be obligated to deliver promptly (and, in any event, no later than five (5) business days after delivery of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excess, if anysale, of (x) any portion of the aggregate gross proceeds previously received Acquired Assets sold by SUBSIDIARY after the Holder (or his or its transferee) from the Company or any other Person or Group in connection with the transfer by the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior to the date of such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of StockClosing Date, and (iii) plus Twenty-Seven Thousand Two Hundred Twelve and 40/100 Dollars ($27,212.40) for SUBSIDIARY's security deposit with the Company landlord under the Lease. The purchase price shall have be paid in cash or other immediately available funds to SUBSIDIARY at the rightclosing of the Repurchase Transaction. In addition to payment of the purchase price, at any time thereafterINGENEX shall effective as of the closing of the Repurchase Transaction: (i) assume, to repurchase indemnify, defend and hold harmless PPD and SUBSIDIARY from and against all of the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal Assumed Liabilities to the lesser of (x) extent related to performance due on or after the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 closing of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of GrantRepurchase Transaction, and (Bii) the Option is a “stock right” within the meaning reimburse, indemnify and hold harmless PPD and SUBSIDIARY, their respective shareholders, officers, directors, employees, agents, successors and assigns in respect of Section 409A any and all Losses of PPD and SUBSIDIARY without application of any of the Code, the repurchase price per share shall instead be the Fair Market Value dollar limitations set forth in Section 10.2 above and without application of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii)time limit set forth in Section 10.4 above. The Company may assign its repurchase right pursuant to clause (iii) Effective as of the previous sentence closing of the Repurchase Transaction, SUBSIDIARY shall convey the Acquired Assets still owned by it to INGENEX and shall warrant to INGENEX that, since the Closing Date, SUBSIDIARY has done nothing to impair title to such Acquired Assets as SUBSIDIARY received it. INGENEX shall be responsible for obtaining any necessary governmental and third party consents to effect the Repurchase Transaction and for negotiating and obtaining any employment and consulting agreements it desires in connection with the Repurchase Transaction. SUBSIDIARY and PPD agree to provide INGENEX with any all information of which either has knowledge in the same format, based upon the same investigation as conducted by INGENEX, in which said information was provided to SUBSIDIARY and PPD by INGENEX (but not with any representation or warranty of any sort by PPD or SUBSIDIARY) with respect to the Sponsors matters covered in accordance with Section 9(e) of the Plan. For purposes Sections 5.3, 5.4, 5.5, 5.9, 5.10, 5.14 and 5.15 of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below)Agreement.

Repurchase Rights. In addition the event the Holder’s right to exercise this Warrant expires pursuant to Section 1.1(a) due to: (i) a Standard Termination (other than a Standard Termination by either party pursuant to Section 10.1 of the Master Services Agreement), and not in lieu ofor (ii) an Exclusivity Opt-Out (each a “Repurchase Termination”), the restrictions Company shall have the right (which right shall be assignable by the Company without the consent of Holder), but not the obligation, to repurchase, all or any portion of the Shares previously issued to Holder upon exercise of this Warrant by delivery to the Holder of: (i) written notice (the “Repurchase Notice”) of its exercise of the repurchase rights set forth in Sections this Section 9 and 10 of within sixty (60) days following such Repurchase Termination accompanied by (ii) the Plan, in the event a Material Breach Event aggregate Repurchase Price (as defined below) occursfor the Shares being repurchased by the Company in cash or by wire in immediately available funds. The “Repurchase Price” per Share pursuant to such repurchase shall equal the Exercise Price plus twelve percent (12%) annual interest, compounding and accruing daily from the date such Share was acquired upon exercise of this Warrant. The Company’s repurchase rights hereunder shall lapse and be of no further force or effect upon the earlier of: (i) all two (2) years from the vesting of the Holder’s Options (whether or not vested) shall immediately expire upon such Material Breach Event, any Tranche A Shares; (ii) at any time thereafter upon delivery sixty (60) days following a Repurchase Termination; (iii) the effective date of written notice by a registration statement pursuant to the CompanySecurities Act relating to an IPO; (iv) the consummation of a Change of Control in which the consideration paid to the stockholders of the Company consists of cash, securities of class that are publicly traded or a combination of the foregoing (each of the events described in clause (iii) above and this clause (iv) a “Liquidity Event;” (v) the termination of the Master Services Agreement other than pursuant to a Standard Termination; (vi) the termination of the Master Services Agreement pursuant to Section 10.1 of the Master Services Agreement; or (vii) March 3, 2014. Upon receipt of the Repurchase Notice and aggregate Repurchase Price pursuant to and in compliance with this Section 9, the Holder shall be obligated assign the Shares being repurchased in a form and substance reasonably acceptable to deliver promptly (andthe Company. The repurchase rights set forth herein shall in no way restrict or limit Holder’s right to transfer, in compliance with Section 10.2, any event, no later than five (5) business days after delivery Shares acquired upon exercise of this Warrant prior to its receipt of a valid Repurchase Notice pursuant to and in compliance with this Section 9; provided that any transfer of such noticeShares shall be subject to, and the transferee will agree to be bound by, the repurchase rights set forth herein. In the event of the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction distributed with respect to the Company Shares issued under this Warrant, shall immediately be subject to the right of repurchase set forth in immediately available funds this Section 9. Appropriate adjustments to an account designated by reflect the Company in distribution of such notice securities or property shall be made to the excess, if any, of (x) the aggregate gross proceeds previously received by the Holder (or his or its transferee) from the Company or any other Person or Group in connection with the transfer by the Holder or any transferees of any shares of Stock acquired Repurchase Price per Share to be paid upon the exercise of Options hereunder prior to the date of such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant rights in order to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below)reflect any such transaction.

Repurchase Rights. In addition tothe event that the Company obtains or otherwise releases any Chevron Common Stock or other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, and not in lieu ofeach Holder will have the right ("Repurchase Right"), at such Holder's option, to require the restrictions set forth in Sections 9 and 10 Company to repurchase all of the Plansuch Holder's Debentures, or a portion thereof which is $1,000 or any integral multiple thereof, in the manner and at the price described below. Promptly (and in any event within 10 days) after the Company has obtained or released any Chevron Common Stock or any other Exchange Property in any manner otherwise than as contemplated by Section 218 hereof, the Exchange Agent will mail to all Holders of record of the Debentures a Material Breach Event notice thereof and the Repurchase Right arising as a result thereof (as defined belowa "Repurchase Notice"). To exercise the Repurchase Right, a Holder of Debentures must deliver on or before the fifteenth day after the date of the Repurchase Notice irrevocable written notice to the Exchange Agent of the Holder's exercise of such right, together with the Debentures with respect to which the right is being exercised, duly endorsed for transfer. On the date ("Repurchase Date") occursthat is 30 days after the date of the Repurchase Notice, the Company will be required to repurchase all Debentures in respect of which the Repurchase Right has been exercised at the following price: (i) all if the date on which the Company's obtaining or release of Exchange Property in a manner not contemplated by Section 218 hereof first occurs (the "Triggering Date") is before August 15, 2000, the product of (a) 120% and (b) the greater of the Holder’s Options (whether or not vested) shall immediately expire upon such Material Breach Event, (ii) at any time thereafter upon delivery of written notice by the Company, the Holder shall be obligated to deliver promptly (and, in any event, no later than five (5) business days after delivery principal amount of such notice) to the Company in immediately available funds to an account designated by the Company in such notice the excessDebentures (plus accrued and unpaid interest, if any, to the Repurchase Date) and the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or if such date is not a Business Day, on the next succeeding Business Day); and (h) if the Triggering Date occurs on or after August 15, 2000, the greater of (xa) the aggregate gross proceeds previously received by redemption price specified in Section 103 hereof on the Holder Triggering Date and (b) the Market Price of the Exchange Property deliverable in exchange for such Debentures on the Triggering Date (or his or its transferee) from if such date is not a Business Day, on the Company or any other Person or Group next succeeding Business Day). If an offer is made to repurchase Debentures in connection with a Repurchase Right, the transfer by Company will comply with all tender offer rules, including but not limited to Sections 13(e) and 14(e) under the Holder or any transferees of any shares of Stock acquired upon the exercise of Options hereunder prior Exchange Act and Rules 13e-1 and 14e-1 thereunder, to the date of extent applicable to such Material Breach Event over (y) the original purchase price, if any, paid by the Holder for such shares of Stock, and (iii) the Company shall have the right, at any time thereafter, to repurchase the shares of Stock acquired upon the exercise of Options hereunder at a price per share equal to the lesser of (x) the Exercise Price Per Share of Stock (as the same may adjusted pursuant to Section 11 of the Plan from time to time) and (y) the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii); provided, however, if (A) the Material Breach Event occurs after the ten (10) year anniversary of the Date of Grant, and (B) the Option is a “stock right” within the meaning of Section 409A of the Code, the repurchase price per share shall instead be the Fair Market Value of the Stock on the date that the Company exercises its repurchase right pursuant to this clause (iii). The Company may assign its repurchase right pursuant to clause (iii) of the previous sentence to the Sponsors in accordance with Section 9(e) of the Plan. For purposes of this Grant Notice, the term “Material Breach Event” shall mean the Holders breach of the Non-Interference Agreement (as defined below)offer.