Common use of Repurchase Clause in Contracts

Repurchase. (a) Executive's unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "

Repurchase. (a) Executive's unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option In the event of a Repurchase Event (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafterhereinafter defined), (i) following a request of the Holder, delivered prior to an Exercise Termination Event, Issuer (or any successor thereto) shall repurchase the Option from the Holder immediately after the Repurchase Event at a price (the “Option Repurchase Price”) equal to the product of the number of shares for which this Option may then be exercised multiplied by the amount by which (A) the Market/Offer Price (as hereinafter defined) exceeds (B) the Option Price, and (ii) at the lower request of its original cost the owner of Option Shares from time to time (less the “Owner”), delivered prior to an Exercise Termination Event and within 90 days after the occurrence of a Repurchase Event, Issuer (or any successor thereto) shall repurchase immediately after such request from the Owner such number of the Option Shares from the Owner as the Owner shall designate at a price (the “Option Share Repurchase Price”) equal to the Market/Offer Price multiplied by the number of Option Shares so designated. The term “Market/Offer Price” shall mean the highest of (i) the price per share of Common Stock at which a tender offer or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, and (iv) in the event of a sale of all amounts distributed or a substantial portion of Issuer’s assets, the sum of the price paid in respect such sale for such assets and the current market value of Executive's unvested Incentive Equity) the remaining assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or its Fair Market Value the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of termination if Executive ceases to such sale. In determining the Market/Offer Price, the value of consideration other than cash shall be employed determined by Holdings for any reason. Notwithstanding anything in this agreement a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Issuer.

Repurchase. (aIn the event any representation or warranty under Section 2.03(a) Executive's unvested Incentive Equity will be subject is not true and correct as of the date specified therein with respect to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at any Receivable or Account and the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contraryBuyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the event that Executive's employment is terminated for any reason including due Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to death or Disability (but other than by the Executive without Good ReasonBuyer) and (i) at of the earlier to occur of the discovery of any such event by the Seller or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI)Buyer, or (ii) at receipt by the Seller or within six months prior the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right accept reassignment pursuant to the foregoing sentence will be suspended Pooling and if any Servicing Agreement on the Business Day preceding the Distribution Date on which such transaction reassignment is consummated then Executive's unvested Incentive Equity to occur. The Seller shall immediately prior purchase each such Receivable by making a payment to the consummation of Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such transaction become fully vested and all distributions that would have been payable reassignment is to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum occur in an amount equal to the prime rate Purchase Price for such Receivable. Upon payment of the Purchase Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect at the time of each such distribution, at such time (and any repurchase by Holdings conveyance of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise Receivables pursuant to this Section. The obligation of the Seller to repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable Receivable shall constitute the sole remedy respecting the event giving rise to Executive such obligation available to the Buyer and to the Certificateholders (or the Trustee on account behalf of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Certificateholders).

Repurchase. (ai) Executive's unvested Incentive Equity will Unless an Event of Default has occurred and is continuing, or there is an outstanding Margin Deficit, Seller may, in its sole option, repurchase Purchased Assets or obtain the release of Underlying Mortgage Loans or Underlying REO Properties without penalty or premium on any date (each, an “Optional Repurchase/Release”). The Repurchase/Release Price payable for the repurchase of any such Purchased Asset or release of Underlying Mortgage Loans or Underlying REO Property shall be reduced as provided in Section 5(f). If Seller intends to make such a repurchase or obtain such a release, Seller shall give one (1) Business Day’s prior written notice in the form of Exhibit F attached hereto to Buyer, designating the Purchased Asset to be repurchased or Underlying Mortgage Loans or Underlying REO Property to be released. If such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, and, on receipt, such amount shall be applied to the Repurchase/Release Price for the designated Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property. Immediately following receipt of the Repurchase/Release Price by Buyer, the related Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property shall cease to be subject to repurchase this Agreement and the other Facility Documents, and Buyer shall be deemed to have released all of its interests in whole such Purchased Asset, Underlying Mortgage Loans, or Underlying REO Property, as applicable, including the Pledged Items related thereto, without further action by Holdingsany Person. Provided that no Event of Default or Margin Deficit shall have occurred and be continuing or will result therefrom, at its option (which option and Buyer has received the applicable Repurchase/Release Price, Buyer shall be deemed to repurchase must be elected in writing by Holdings within ten days permit the release from the Seller of termination andthe related Purchased Asset, subject Underlying Mortgage Loans, or Underlying REO Property attributable to such repurchase option being suspended as provided belowOptional Repurchase/Release (including the Pledged Items related thereto). The applicable Purchased Asset, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI)Underlying Mortgage Loans, or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to Underlying REO Property and the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting Pledged Items related thereto shall be made delivered to Executive, with interest on each such distribution at a rate per annum equal to Seller or the prime rate in effect at the time designee of each such distribution, at such time (Seller free and clear of any repurchase Lien created by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "through Buyer.

Repurchase. (a) Executive's unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option In the event of a Repurchase Event (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafterhereinafter defined), (i) following a written request of the Holder, delivered prior to an Exercise Termination Event, Issuer (or any successor thereto) shall repurchase the Option from the Holder immediately after the Repurchase Event at a price (the “Option Repurchase Price”) equal to the product of the number of shares for which this Option may then be exercised multiplied by the amount by which (A) the Market/Offer Price (as hereinafter defined) exceeds (B) the Option Price, and (ii) at the lower written request of its original cost the owner of Option Shares from time to time (less the “Owner”), delivered prior to an Exercise Termination Event and within 90 days after the occurrence of a Repurchase Event, Issuer (or any successor thereto) shall repurchase immediately after such request from the Owner such number of the Option Shares from the Owner as the Owner shall designate at a price (the “Option Share Repurchase Price”) equal to the Market/Offer Price multiplied by the number of Option Shares so designated. The term “Market/Offer Price” shall mean the highest of (i) the price per share of Common Stock at which a tender offer or exchange offer therefor has been made and not withdrawn, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, and (iv) in the event of a sale of all amounts distributed or a substantial portion of Issuer’s assets, the sum of the price paid in respect such sale for such assets and the current market value of Executive's unvested Incentive Equity) the remaining assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or its Fair Market Value the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of termination if Executive ceases to such sale. In determining the Market/Offer Price, the value of consideration other than cash shall be employed determined by Holdings for any reason. Notwithstanding anything in this agreement a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Issuer.

Repurchase. In the event that the employment relationship of any Founder or any employee (athe “Early Departing Person”) Executive's unvested Incentive Equity will be subject with the relevant Group Company is voluntarily terminated or terminated for Cause before all the Restricted Shares in respect thereof become released from the repurchase in accordance with Section 1 (the “Early Departure Event”), then the Company shall have the option (the “Repurchase Option”) to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed Restricted Shares in respect of Executive's unvested Incentive Equity) or its Fair Market Value such Early Departing Person that have not yet become released from the repurchase in accordance with Section 1 at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement the Early Departure Event (the “Unreleased Repurchase Shares”) at a per share purchase price (the “Repurchase Price”) equal to the contraryissue price paid for such Restricted Shares by such Early Departing Person. The determination of a termination of the employment of a Founder or an employee by any Group Company or that such termination is either for Cause or without Cause will be made in good faith by the Board of the Company; provided that, in if the event that Executive's Founder whose employment is terminated for is a director of the Board or any reason including due director of the Board is appointed by such Founder, such Founder or the director appointed by such Founder shall abstain from voting with respect to death or Disability (but other than such determination. For the avoidance of doubt, upon the exercise of the Repurchase Option by the Executive Company, the equity interests of the Group Companies incorporated in the PRC (the “PRC Companies”) held directly or indirectly by a Founder who is an Early Departing Person, which are in proportion to the Unreleased Repurchase Shares that are repurchased by the Company shall be transferred to a Person designated by the Company and approved by the Majority Preferred Directors, at the lowest price that are permitted by the applicable Law (each such transfer, the “Onshore Transfer”), and such Onshore Transfer shall be completed concurrently with the consummation of the repurchase of the Unreleased Repurchase Shares. In any such event, upon written request from the Majority Preferred Directors, the Company shall immediately without Good Reason) any delay take all actions necessary to cause each of such PRC Companies to complete the Onshore Transfer, and such Founder shall: (i) at vote or prior give his/her written consent with respect to all equity interests of such termination Holdings has entered into an agreement PRC Companies directly or agreements regarding a transaction indirectly held by him/her, and cause any director of such PRC Companies appointed by him/her to vote, in favor of the Onshore Transfer and in opposition of any proposal that could reasonably be expected to delay or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement impair the consummation of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or Onshore Transfer; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination the Onshore Transfer; (iii) transfer equity interests of employment such PRC Companies directly or indirectly held by him/her which shall be governed in proportion to the Unreleased Repurchase Shares that are repurchased by Section 5.3(b)), it being understood the Company hereto to a Person designated by the Company and agreed that, upon exercise approved by the Majority Preferred Directors; (iv) adjust the composition of the repurchase optionboard of each of the Group Companies, during such suspension and prior (v) take all actions necessary to any such vesting hereunder, distributions that would have been payable to Executive on account consummate the Onshore Transfer and adjustment of such unvested Incentive Equity shall not be for the account composition of Executive unless and until such Incentive Equity shall become vested; provided that if none the board of such transactions is consummated within two years after Executive's termination each of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "the Group Companies.

Repurchase. (a) Executive's unvested Incentive Equity will be subject The Company shall have the right, within 12 months following the termination of Participant’s Service, to repurchase purchase from Participant, and Participant shall sell to the Company, all or any portion of the Participant’s vested Restricted Stock Units, or all or any portion of any shares of Common Stock delivered to Participant in whole by Holdingssettlement of any vested Restricted Stock Units, in each case, at its option (which option a price equal to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value thereof, measured as of (i) with respect to vested Restricted Stock Units, the date of Participant’s termination of Service, and (ii) with respect to shares of Common Stock, the date of the applicable Change in Control (as applicable, the “Repurchase Price”). The Repurchase Price shall be paid to Participant at the time closing of termination the repurchase in a lump sum. The Company shall pay the Repurchase Price by the Company’s delivery of a check or wire transfer of immediately available funds against delivery of the certificates or other instruments, if Executive ceases to be employed by Holdings for any reasonany, representing the shares of Common Stock, duly endorsed. Notwithstanding anything in this agreement to the contraryforegoing, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and Board determines in good faith that (i) at the Company’s payment of all or prior any portion of the Repurchase Price would violate applicable law or any instrument relating to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), Company’s indebtedness or (ii) the Company does not have sufficient liquidity to pay all or any portion of the Repurchase Price at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Eventtime, then any applicable Repurchase Price payments otherwise due during such period of prohibition, restriction or illiquidity will be paid by the Company as soon as reasonably practicable following the date that the applicable condition no longer exists. Upon and following the occurrence of an IPO, the Company’s right to repurchase shares of Common Stock delivered in either case Holdings' repurchase right settlement of the Restricted Stock Units pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting this Section 5 shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, no force or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "effect.

Repurchase. (a) Executive's unvested Incentive Equity will be subject At any time after the occurrence of a Repurchase ---------- Event (as defined below) (i) at the request of the Holder, delivered prior to repurchase in whole by Holdings, at its option an Exercise Termination Event (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to or such repurchase option being suspended later period as provided below, consummation of such repurchase must be effected within 80 days thereafterin Section 10), Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "OPTION REPURCHASE PRICE") equal to the amount by which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the lower request of its original cost the owner of Option Shares from time to time (less the "OWNER"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the "OPTION SHARE REPURCHASE PRICE") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "MARKET/OFFER PRICE" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to any agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all amounts distributed or any substantial part of Issuer's assets or business operations, the sum of the net price paid in respect such sale for such assets or business operations and the current market value of Executive's unvested Incentive Equity) the remaining assets or its Fair Market Value business operations of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of termination if Executive ceases to be employed by Holdings for any reasonsuch sale. Notwithstanding anything in this agreement to In determining the contrarymarket/offer price, in the event that Executive's employment is terminated for any reason including due to death or Disability (but value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Executive without Good Reason) Holder or Owner, as the case may be, and (i) at or prior reasonably acceptable to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Issuer.

Repurchase. (a) Executive's unvested Incentive Equity will be subject At any time after the occurrence of a Repurchase Event (as defined below) (i) at the request of the Holder, delivered prior to repurchase in whole by Holdings, at its option an Exercise Termination Event (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to or such repurchase option being suspended later period as provided below, consummation of such repurchase must be effected within 80 days thereafterin Section 10), Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "OPTION REPURCHASE PRICE") equal to the amount by which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the lower request of its original cost the owner of Option Shares from time to time (less the "OWNER"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the "OPTION SHARE REPURCHASE PRICE") equal to the market/offer price multiplied by the number of Option Shares so designated. The term "MARKET/OFFER PRICE" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all amounts distributed or any substantial part of Issuer's assets or business operations, the sum of the net price paid in respect such sale for such assets or business operations and the current market value of Executive's unvested Incentive Equity) the remaining assets or its Fair Market Value business operations of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of termination if Executive ceases to be employed by Holdings for any reasonsuch sale. Notwithstanding anything in this agreement to In determining the contrarymarket/offer price, in the event that Executive's employment is terminated for any reason including due to death or Disability (but value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Executive without Good Reason) Holder or Owner, as the case may be, and (i) at or prior reasonably acceptable to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Issuer.

Repurchase. A. It is understood and agreed that the (A) representations, warranties and covenants set forth in Section VI.A. and VI.B. (1), (2), (3), and (4), shall survive for a period of three (3) years following the Closing Date and (B) the remaining representations warranties and covenants set forth in Section VI.B shall survive for a period of two (2) years following the Closing Date. In the event of Seller's breach of a representation, warranty or covenant set forth in Section VI hereof, which breach materially and adversely affects the value of a Loan or Purchaser's liability with respect to such Loan (a "Material Breach"), Seller shall, at Purchaser's option, repurchase such Loan at a repurchase price (the "Repurchase Price") equal to an amount equal to (a) Executive's unvested Incentive Equity will the Purchase Price paid by Purchaser for such Loan, together with all accrued and unpaid interest on such Loan at the related Interest Rate or default rate (if applicable) to but not including the date of repurchase, minus (b) all payments of principal received by, or on behalf of, Purchaser in connection with such Loan. Purchaser shall promptly notify Seller of a Material Breach, with such notice to be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected given in writing by Holdings within ten not more than thirty (30) days of termination and, subject to such repurchase option being suspended as provided below, consummation after Purchaser gains knowledge of such Material Breach (the "Breach Notice"). Any repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) a Loan or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right Loans pursuant to the foregoing sentence will provisions of this Section VII shall occur on a date designated by Purchaser (which in any event shall not be suspended later than thirty (30) days following delivery of the Breach Notice) and if any shall be accomplished by wire transfer of immediately available federal funds on the repurchase date to an account designated by Purchaser. Seller and Purchaser acknowledge that time is of the essence with respect to the timing of such transaction is consummated then Executive's unvested Incentive Equity notice and repurchase date. Purchaser shall release its interest in the Loan promptly upon its receipt of the Repurchase Price and shall immediately execute all transfer and assignment documents, in each case without recourse, representation or warranty of any kind, necessary to effect the reconveyance of such Loan to Seller, which documents shall be prepared by Seller at its expense and shall be reasonably acceptable to Purchaser. Notwithstanding the fact that a representation, warranty or covenant contained in Section VI hereof may be limited to Seller's knowledge, such limitation shall not relieve the Seller of its repurchase obligation under this Section VII. Except as described below, if Purchaser renews a Loan or consents to a material modification of the terms of the Loan or the related Collateral for such Loan (other than a renewal or modification approved by Seller prior to the consummation Closing Date), the Seller thereafter will have no liability or obligation to Purchaser to pay the Repurchase Price with respect to any Material Breach (other than a Material Breach arising due to a breach of Section VI.B (8) or (23)); provided, that Seller shall cooperate in all reasonable respects and in a timely manner with Purchaser to cure such transaction become fully vested Material Breach. However, notwithstanding the foregoing, the parties acknowledge that for the purposes of this Section VII: any renewal of a Loan within six months following the Closing Date shall not constitute a renewal of the Loan, provided (i) the amount of the Loan is not increased and all distributions that would have been payable (ii) there is no modification of the terms of the Loan or the related Collateral for such loan. A modification or amendment solely limited to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity adjustment shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes constitute a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Loan Renewal.

Repurchase. (a) Executive's ’s unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's ’s unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive's ’s employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI)Event, or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' ’ repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's ’s unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's ’s termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's ’s termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's ’s termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' ’ above repurchase rights shall be reinstated. "“

Repurchase. (a) Executive's unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "each