Common use of Right of Repurchase Clause in Contracts

Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a).

Right of Repurchase. The Company shall have the right (the “"Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”") to repurchase from the Optionee holder of any Option Shares (or each a "Holder") any Permitted Transferee) some or all of the Option Shares then owned by such Holder at any time by giving such Holder a written notice (the "Repurchase Notice") at least 30 days prior to the date of repurchase. The Repurchase Notice shall set forth the number of Option Shares to be repurchased (the "Repurchase Shares"), the Fair Market Value per share (determined in accordance with Section 17(b) below as determined by of the Companydate of the Repurchase Notice) of the Issued Repurchase Shares held or subsequently acquired upon exercise and the date (the "Repurchase Date") on which such Repurchase Shares are to be repurchased by the Company (such date not to be more than 120 nor less than 30 days after the date of this Stock Option the Repurchase Notice). On the Repurchase Date, the Company shall tender to the Holder an amount equal to the number of Repurchase Shares multiplied by the Fair Market Value per share; provided, however, that the Company may pay the repurchase amount, in its sole discretion, in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may of a promissory note, such terms to be exercised determined solely by the Company within (provided further that the later of (i) six months following the date payment term of such event or promissory note shall not exceed ten (ii10) seven months after the exercise of this Stock Option (the “Repurchase Period”years). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. The Company may assign the Repurchase Right to one or more Personspersons and may utilize a promissory note to effect its Repurchase right. Upon such notificationtimely exercise of the Repurchase Right in the manner provided in this Section 17(a), the Optionee and any Permitted Transferees Holder shall promptly surrender deliver to the Company any the stock certificate or certificates representing the Issued Shares being repurchasedRepurchase Shares, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company endorsed and free and clear of any agreement to which it is a party)and all liens, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting charges and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a)encumbrances.

Right of Repurchase. The Company shall have the right (the “"Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”") to repurchase from the Optionee holder of any Option Shares (or each a "Holder") any Permitted Transferee) some or all of the Option Shares then owned by such Holder at any time by giving such Holder a written notice (the "Repurchase Notice") at least 30 days prior to the date of repurchase. The Repurchase Notice shall set forth the number of Option Shares to be repurchased (the "Repurchase Shares"), the Fair Market Value per share (determined in accordance with Section 17(b) below as determined by of the Companydate of the Repurchase Notice) of the Issued Repurchase Shares held or subsequently acquired upon exercise and the date (the "Repurchase Date") on which such Repurchase Shares are to be repurchased by the Company (such date not to be more than 120 nor less than 30 days after the date of this Stock Option the Repurchase Notice). On the Repurchase Date, the Company shall tender to the Holder an amount equal to the number of Repurchase Shares multiplied by the Fair Market Value per share; provided, however, that the Company may pay the repurchase amount, in its sole discretion, in accordance with the terms hereof by of a promissory note in the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. form attached hereto as EXHIBIT A. The Company may assign the Repurchase Right to one or more Personspersons and may utilize a promissory note to effect its Repurchase right. Upon such notificationtimely exercise of the Repurchase Right in the manner provided in this Section 17(a), the Optionee and any Permitted Transferees Holder shall promptly surrender deliver to the Company any the stock certificate or certificates representing the Issued Shares being repurchasedRepurchase Shares, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company endorsed and free and clear of any agreement to which it is a party)and all liens, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting charges and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a)encumbrances.

Right of Repurchase. The Company shall have the right right, but not the obligation (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee holder written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee or any Permitted Transferee holder an amount equal to the Repurchase Price for of the shares being repurchasedshares, determined as provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchasedpurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party)Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. At such time, the Optionee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase Right shall terminate in accordance with Section 12(a13(a).

Right of Repurchase. The Company shall have the right (the “"Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”") to repurchase from the Optionee holder of any Option Shares (or each a "Holder") any Permitted Transferee) some or all of the Option Shares then owned by such Holder at any time by giving such Holder a written notice (the "Repurchase Notice") at least 30 days prior to the date of repurchase. The Repurchase Notice shall set forth the number of Option Shares to be repurchased (the "Repurchase Shares"), the Fair Market Value per share (determined in accordance with Section 17(b) below as determined by of the Companydate of the Repurchase Notice) of the Issued Repurchase Shares held or subsequently acquired upon exercise and the date (the "Repurchase Date") on which such Repurchase Shares are to be repurchased by the Company (such date not to be more than 120 nor less than 30 days after the date of this Stock Option the Repurchase Notice). On the Repurchase Date, the Company shall tender to the Holder an amount equal to the number of Repurchase Shares multiplied by the Fair Market Value per share; provided, however, that the Company may pay the repurchase amount, in its sole discretion, in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may of a promissory note, such terms to be exercised determined solely by the Company within (provided further that the later of (i) six months following the date payment term of such event or promissory note shall not exceed ten (ii10) seven months after the exercise of this Stock Option (the “Repurchase Period”years). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. The Company may assign the Repurchase Right to one or more Personspersons and may utilize a promissory note to effect its Repurchase Right. Upon such notificationtimely exercise of the Repurchase Right in the manner provided in this Section 17(a), the Optionee and any Permitted Transferees Holder shall promptly surrender deliver to the Company any the stock certificate or certificates representing the Issued Shares being repurchasedRepurchase Shares, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company endorsed and free and clear of any agreement to which it is a party)and all liens, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting charges and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a)encumbrances.

Right of Repurchase. The Company or its assigns shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b3(b) below (the “Repurchase Event”) to repurchase from the Optionee Grantee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Restricted Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee Grantee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee Grantee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee or any Permitted Transferee Grantee an amount equal to the Repurchase Price for the shares being repurchased. The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees Grantee shall promptly surrender to the Company any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee Grantee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee Grantee to the Company. The Repurchase Right with respect to Restricted Shares shall terminate survive and remain in accordance with Section 12(a)effect following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Right of Repurchase. The Company shall have the right (the “"Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”") to repurchase from the Optionee holder of any Option Shares (or each a "Holder") any Permitted Transferee) some or all of the Option Shares then owned by such Holder at any time by giving such Holder a written notice (the "Repurchase Notice") at least 30 days prior to the date of repurchase. The Repurchase Notice shall set forth the number of Option Shares to be repurchased (the "Repurchase Shares"), the Fair Market Value per share (determined in accordance with Section 17(b) below as determined by of the Companydate of the Repurchase Notice) of the Issued Repurchase Shares held or subsequently acquired upon exercise and the date (the "Repurchase Date") on which such Repurchase Shares are to be repurchased by the Company (such date not to be more than 120 nor less than 30 days after the date of this Stock Option the Repurchase Notice). On the Repurchase Date, the Company shall tender to the Holder an amount equal to the number of Repurchase Shares multiplied by the Fair Market Value per share; provided, however, that the Company may pay the repurchase amount, in its sole discretion, in accordance with the terms hereof by of a promissory note in the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. form attached hereto as EXHIBIT A.. The Company may assign the Repurchase Right to one or more Personspersons and may utilize a promissory note to effect its Repurchase right. Upon such notificationtimely exercise of the Repurchase Right in the manner provided in this Section 17(a), the Optionee and any Permitted Transferees Holder shall promptly surrender deliver to the Company any the stock certificate or certificates representing the Issued Shares being repurchasedRepurchase Shares, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company endorsed and free and clear of any agreement to which it is a party)and all liens, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting charges and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a)encumbrances.

Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”)below. The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee or any Permitted Transferee an amount equal to the Repurchase Price for Fair Market Value of the shares being repurchasedshares, determined as provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchasedpurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. At such time, the Optionee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase Right shall terminate in accordance with Section 12(a13(a).

Right of Repurchase. The Company shall have the right (the “"Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”") to repurchase from the Optionee holder of any Option Shares (or each a "Holder") any Permitted Transferee) some or all of the Option Shares then owned by such Holder at any time by giving such Holder a written notice (the "Repurchase Notice") at least 30 days prior to the date of repurchase. The Repurchase Notice shall set forth the number of Option Shares to be repurchased (the "Repurchase Shares"), the Fair Market Value per share (determined in accordance with Section 17(b) below as determined by of the Companydate of the Repurchase Notice) of the Issued Repurchase Shares held or subsequently acquired upon exercise and the date (the "Repurchase Date") on which such Repurchase Shares are to be repurchased by the Company (such date not to be more than 120 nor less than 30 days after the date of this Stock Option the Repurchase Notice). On the Repurchase Date, the Company shall tender to the Holder an amount equal tot he number of Repurchase Shares multiplied by the Fair Market Value per share; provided, however, that the Company may pay the repurchase amount, in its sole discretion, in accordance with the terms hereof by of a promissory notice in the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. form attached hereto as EXHIBIT A. The Company may assign the Repurchase Right to one or more Personspersons and may utilize a promissory note to effect its Repurchase Right. Upon such notificationtimely exerciser of the Repurchase Right in the manner provided in this Section 17(a), the Optionee and any Permitted Transferees Holder shall promptly surrender deliver to the Company any the stock certificate or certificates representing the Issued Shares being repurchasedRepurchase Shares, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company endorsed and free and clear of any agreement to which it is a party)and all liens, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting charges and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a)encumbrances.

Right of Repurchase. The Company shall have the right (the “"Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”") to repurchase from the Optionee holder of an Option Shares (or each a "Holder") any Permitted Transferee) some or all of the Option Shares then owned by such Holder at any time by giving such Holder a written notice (the "Repurchase Notice") at least 30 days prior to the date of repurchase. The Repurchase Notice shall set forth the number of Option Shares to be repurchased (the "Repurchase Shares"), the Fair Market Value per share (determined in accordance with Section 17(b) below as determined by of the Companydate of the Repurchase Notice) of the Issued Repurchase Shares held or subsequently acquired upon exercise and the date (the "Repurchase Date") on which such Repurchase Shares are to be repurchased by the Company (such date not to be more than 120 nor less than 30 days after the date of this Stock Option the Repurchase Notice). On the Repurchase Date, the Company shall tender to the Holder an amount equal to the number of Repurchase Shares multiplied by the Fair Market Value per share; provided, however, that the Company may pay the repurchase amount, in its sole discretion, in accordance with the terms hereof by of a promissory note in the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. form attached hereto as EXHIBIT A. The Company may assign the Repurchase Right to one or more Personspersons and may utilize a promissory note to effect its Repurchase Right. Upon such notificationtimely exercise of the Repurchase Right in the manner provided in this Section 17(a), the Optionee and any Permitted Transferees Holder shall promptly surrender deliver to the Company any the stock certificate or certificates representing the Issued Shares being repurchasedRepurchase Shares, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company endorsed and free and clear of any agreement to which it is a party)and all liens, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting charges and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a)encumbrances.

Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”)below. The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee holder written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee or any Permitted Transferee holder an amount equal to the Repurchase Price for Fair Market Value of the shares being repurchasedshares, determined as provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. If the Company does not elect to effect the Repurchase Right by delivering such notification within six months after the Repurchase Event giving rise thereto, the Company’s Repurchase Right arising from such Repurchase Event shall terminate. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchasedpurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party)Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. At such time, the Optionee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase Right shall terminate in accordance with Section 12(a14(a).

Right of Repurchase. The Company or its assigns shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b3(b) below (the “Repurchase Event”) to repurchase from the Optionee Grantee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee Grantee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event Repurchase Event or (ii) seven months after the exercise of this Stock Option Shares became vested (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee Grantee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee Grantee or any Permitted Transferee an amount equal to the Repurchase Price for the shares Shares being repurchased. The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee Grantee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee Grantee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee Grantee to the Company. The Repurchase Right with respect to Vested Shares shall terminate in accordance with Section 12(a10(b). The Repurchase Right with respect to Restricted Shares shall survive and remain in effect following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Right of Repurchase. The Company shall have the right (the “"Repurchase Right”") upon the occurrence of any of the events specified in Section 9(b) below (the “"Repurchase Event”") to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”)below. The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “"Repurchase Period”"). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee or any Permitted Transferee an amount equal to the Repurchase Price for Fair Market Value of the shares being repurchasedshares, determined as provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchasedpurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s 's assignee or assignees. Upon the Company’s 's or its assignee’s 's receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party)Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; providedPROVIDED, howeverHOWEVER, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. At such time, the Optionee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase Right shall terminate in accordance with Section 12(a13(a).

Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”)below. The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee holder written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee or any Permitted Transferee holder an amount equal to the Repurchase Price for Fair Market Value of the shares being repurchasedshares, determined as provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchasedpurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party)Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. At such time, the Optionee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase Right shall terminate in accordance with Section 12(a13(a).

Right of Repurchase. The Company shall have the right (the “"Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”") to repurchase from the Optionee holder of any Option Shares (or each a "Holder") any Permitted Transferee) some or all of the Option Shares then owned by such Holder at any time by giving such Holder a written notice (the "Repurchase Notice") at least 30 days prior to the date of repurchase. The Repurchase Notice shall set forth the number of Option Shares to be repurchased (the "Repurchase Shares"), the Fair Market Value per share (determined in accordance with Section 17(b) below as determined by of the Companydate of the Repurchase Notice) of the Issued Repurchase Shares held or subsequently acquired upon exercise and the date (the "Repurchase Date") on which such Repurchase Shares are to be repurchased by the Company (such date not to be more than 120 nor less than 30 days after the date of this Stock Option the Repurchase Notice). On the Repurchase Date, the Company shall tender to the Holder an amount equal to the number of Repurchase Shares multiplied by the Fair Market Value per share; provided, however, that the Company may pay the repurchase amount, in its sole discretion, in accordance with the terms hereof by of a promissory note in the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. form attached hereto as EXHIBIT A. The Company may assign the Repurchase Right to one or more Personspersons and may utilize a promissory note to effect its Repurchase right. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt timely exercise of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a).the manner provided in this

Right of Repurchase. The Company shall have the right (the “"Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”") to repurchase from the Optionee holder of any Option Shares (or each a "Holder") any Permitted Transferee) some or all of the Option Shares then owned by such Holder at any time by giving such Holder a written notice (the "Repurchase Notice") at least 30 days prior to the date of repurchase. The Repurchase notice shall set forth the number of Option Shares to be repurchased (the "Repurchase Shares"), the Fair Market Value per share (determined in accordance with Section 17(b) below as determined by of the Companydate of the Repurchase Notice) of the Issued Repurchase Shares held or subsequently acquired upon exercise and the date (the "Repurchase Date") on which such Repurchase Shares are to be repurchased by the Company (such date not to be more than 120 nor less than 30 days after the date of this Stock Option the Repurchase Notice). On the Repurchase Date, the Company shall tender to the Holder an amount equal to the number of Repurchase Shares multiplied by the Fair Market Value per share; provided, however, that the Company may pay the repurchase amount, in its sole discretion, in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may of a promissory note, such terms to be exercised determined solely by the Company within (provided further that the later of (i) six months following the date payment term of such event or promissory note shall not exceed ten (ii10) seven months after the exercise of this Stock Option (the “Repurchase Period”years). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. The Company may assign the Repurchase Right to one or more Personspersons and may utilize a promissory note to effect its Repurchase Right. Upon such notificationtimely exercise of the Repurchase Right in the manner provided in this Section 17(a), the Optionee and any Permitted Transferees Holder shall promptly surrender deliver to the Company any the stock certificate or certificates representing the Issued Shares being repurchasedRepurchase Shares, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company endorsed and free and clear of any agreement to which it is a party)and all liens, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting charges and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a)encumbrances.

Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) 4.2 below (the “Repurchase Event”) to repurchase from the Optionee Stockholders (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee Stockholder (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”)below. The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee Stockholder or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee Stockholder or any Permitted Transferee an amount equal to Fair Market Value of the Repurchase Price for the shares being repurchasedShares, determined as provided in Section 4.3. The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee Stockholder and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchasedpurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee Stockholder or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchasedpurchased (plus interest at the rate set forth in the Credit Agreement if payment is made on a later date as contemplated above); provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee Stockholder to the Company. The Repurchase Right At such time, the Stockholder and/or any holder of the Shares shall terminate in accordance with Section 12(a)deliver to the Company the certificate or certificates representing the Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.

Right of Repurchase. The If the Transferee ceases to provide services as a director of the Company for any reason prior to the Company’s initial business combination (the “Business Combination”) the Company shall have the right, but not the obligation, to repurchase the Shares (including any portion thereof) from the Transferee for the lesser of (a) the fair market value of such Shares and (b) the Purchase Price paid for such Shares, it being understood and agreed that the foregoing right (the “Repurchase Right”) of repurchase shall terminate upon the occurrence of any such Business Combination. Any such repurchase right of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may Company shall be exercised by the Company within or its assigns by giving the Transferee written notice (“Repurchase Notice”) no later than one hundred eighty (180) days after the later of (i) six months the date Transferee ceases to provide services as a director of the Company and (ii) the one hundred eighty first (181st) day following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”)Agreement. The closing of the repurchase described herein shall occur as soon as reasonably practicable, and in any event not later than thirty (30) days after delivery of the applicable Repurchase Right Notice (provided, that such time shall be exercised by extended as necessary to comply with the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day requirements of the Repurchase Period Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of its intention to exercise 1976, as amended, or other applicable legal requirements), at the Repurchase Rightprincipal office of Transferor, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date other time and location as is determined necessary by the Committee parties to avoid any breach by the Company of any agreement to which it is a party)such purchase may mutually determine, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; providedsubject, however, that the Company to Transferee’s execution of any documentation as may pay the Repurchase Price for such shares be reasonably requested by offsetting and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate Company will pay for the Shares repurchased by it first by offsetting amounts outstanding under any bona fide debts, if any, owed by Transferee to the Company, including the Company, now existing or hereinafter arising, and will pay the remainder of the repurchase price by, at its option, (A) wire transfer of immediately available funds, (B) delivery of a check payable to the Transferee, (C) a promissory note payable upon consummation of the Business Combination and bearing interest at the applicable federal rate, or (D) any combination of (A), (B) and (C), in accordance the aggregate amount of the repurchase price for such Shares. If no election under section 83(b) of the Internal Revenue Code of 1986, as amended, is made with respect to the Shares purchased hereunder, the Transferee will have ordinary income when the Shares are no longer subject to repurchase pursuant to this Section 12(a)2.3 in an amount equal to the excess of the fair market value of the Shares at that time over the amount the Transferee paid for the Shares. The Transferee acknowledges that the Shares may be subject to a contractual lock-up or other restriction on transfer at the time the Shares are no longer subject to repurchase pursuant to this Section 2.3.

Right of Repurchase. The Company or its assigns shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b3(b) below (the “Repurchase Event”) to repurchase from the Optionee Grantee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee Grantee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option Shares become vested (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee Grantee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee Grantee or any Permitted Transferee an amount equal to the Repurchase Price for the shares being repurchased. The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee Grantee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee Grantee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee Grantee to the Company. The Repurchase Right with respect to Vested Shares shall terminate in accordance with Section 12(a8(b). the Repurchase Right with respect to Restricted Shares shall survive and remain in effect following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”)below. The Repurchase Right may be exercised by the Company no earlier than six months after the date of exercise of this Stock Option and within the period that ends on the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee holder written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee or any Permitted Transferee holder an amount equal to the Repurchase Price for Fair Market Value of the shares being repurchasedshares, determined as provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchasedpurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party)Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. At such time, the Optionee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase Right shall terminate in accordance with Section 12(a14(a).

Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. The Company may assign the Repurchase Right to one or more Persons. Upon such notificationelect, the Optionee and any Permitted Transferees shall promptly surrender prior to the Company Listing Date as defined in the Plan, to repurchase all or any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt part of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee vested shares you exercised pursuant to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchasedthis option; provided, however, that (i) such repurchase right shall be exercisable only within (A) the ninety (90) day period following the termination of your Continuous Service (or in the case of a post-termination exercise of the Option, the ninety (90) period following such exercise), or (B) such longer period as may be agreed to by the Company and you, (ii) such repurchase right shall be exercisable for less than all of the vested shares only with your consent and (iii) such right shall be exercisable only for cash or cancellation of purchase money indebtedness for the shares at a repurchase price equal to the greater of the exercise price or the stock's fair market value at the time of such termination. The Company's Right of Repurchase shall be exercisable by giving written notice (accompanied by payment for the shares) to you within ninety (90) calendar days after the later of such termination of Continuous Service or a proper purchase of shares following such termination of Continuous Service. To ensure that shares subject to this Right of Repurchase will be available for repurchase, the Company may pay require you to deposit the Repurchase Price for such certificate evidencing the shares by offsetting and canceling any indebtedness then owed which you purchase upon exercise of this option with an agent designated by the Optionee Company under the terms and conditions of an escrow agreement approved by the Company. If the Company does not require such deposit as a condition of exercise of this option, the Company reserves the right at any time to require you to so deposit the certificate in escrow. As soon as practicable after the expiration of this Right of Repurchase, the agent shall deliver to you the shares and any other property no longer subject to such restriction. In the event the shares and any other property held in escrow are subject to the Company's exercise of its Right of Repurchase, the notices required to be given to you shall be given to the escrow agent, and any payment required to be given to you shall be given to the escrow agent. The Within thirty (30) days after payment by the Company for the shares, the escrow agent shall deliver the shares which the Company has purchased to the Company and shall deliver the payment received from the Company to you. If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding stock of the corporation the stock of which is subject to the provisions of this option, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired upon exercise of this option shall be immediately subject to this Right of Repurchase with the same force and effect as the shares subject to this Right shall terminate in accordance with Section 12(a)of Repurchase immediately before such event.

Right of Repurchase. (a) The Company Company, at the sole discretion of the Board of Directors, shall have the right (the “Repurchase Right”), but not the obligation, to repurchase any or all of the shares issued to Optionee upon exercise of this Option (the “Option Shares”) from the Optionee, upon the occurrence of any of the events specified in Section 9(b4.6(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may be exercised by the Company within 60 days following the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option or the date the Company receives actual knowledge of the relevant Repurchase Event (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, Right and together with the Repurchase Noticesuch notice, tendering to the Optionee the appropriate purchase price described herein (“Repurchase Amount”). In the case of an event specified in Section 4.6(b)(i) or any Permitted Transferee (ii), below, the Repurchase Price shall be the greatest of the Fair Market Value of the shares, the Exercise Price of the shares or the Book Value Per Share of the shares. For these purposes, the Fair Market Value of the shares will be conclusively determined to be the per share Fair Market Value for the Company’s common stock as adopted by the Board of Directors most recently before the Repurchase Event. In the case of an event specified in Section 4.6(b)(iii) below, the Repurchase Price will be the greater of the Exercise Price or the Book Value Per Share of the shares being repurchased. In the case of an event specified in Sections 4.6(b)(iv) or (v) below, the Repurchase Price will be the Exercise Price. The Company Company, at the sole discretion of the Board of Directors, may assign the Repurchase Right to one or more Personsstockholders of the Company. Upon such notificationa timely exercise of the Repurchase Right in the manner provided in this Section 4.6(a), the Optionee shall deliver to the Company, the stock certificate or certificates representing the shares being repurchased, duly endorsed and free and clear of any and all liens, charges and encumbrances. If shares are not repurchased by the Company under the Repurchase Right, the Optionee and his or her successor in interest, if any, will hold any Permitted Transferees shall promptly surrender such shares in his or her possession subject to the Company any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt all of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company provisions of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a)this Agreement.

Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”)below. The Repurchase Right may be exercised by the Company within the later of twenty-four (i24) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee holder written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee or any Permitted Transferee holder an amount equal to the Repurchase Price for Fair Market Value of the shares being repurchasedshares, determined as provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchasedpurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s Company¢s assignee or assignees. Upon the Company’s Company¢s or its assignee’s assignee¢s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party)Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right At such time, the Optionee and/or any holder of the Issued Shares shall terminate in accordance with Section 12(a)deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.

Right of Repurchase. The Company shall have the right (the “"Repurchase Right”") upon the occurrence of any of the events specified in Section 9(b) below (the “"Repurchase Event”") to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”)below. The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “"Repurchase Period”"). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee or any Permitted Transferee an amount equal to the Repurchase Price for Fair Market Value of the shares being repurchasedshares, determined as provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchasedpurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s 's assignee or assignees. Upon the Company’s 's or its assignee’s 's receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party)Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; providedPROVIDED, howeverHOWEVER, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. At such time, the Optionee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase Right shall terminate in accordance with Section 12(a13(a).

Right of Repurchase. The Company If the Contingent Event occurs, then Seller shall have the right, but not obligation, to purchase 1,500,000 shares of the Seller Shares (the “RSU Shares”) from Yi Tai out of the Second Closing Shares within 180 days after the Contingent Event (the “Repurchase Right Period”), which purchase by Seller shall be on the same terms (including Purchase Price) as the sale of the Seller Shares by Seller to Yi Tai set forth in this Agreement (such right (of Seller, the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The If Seller is entitled to exercise the Repurchase Right may be exercised by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right and elects to do so, Seller shall be exercised by the Company by giving the Optionee or any Permitted Transferee deliver written notice (the “Repurchase Notice”) on or before to Yi Tai to that effect within the last day Repurchase Right Period. After the delivery of such notice each party shall use commercially reasonable efforts to effect the repurchase of the Repurchase Period of its intention to exercise RSU Shares by Seller as promptly as practical. In the event that Seller exercises the Repurchase RightRight prior to the Second Closing Time, the consummation of the repurchase of the RSU Shares and the Second Closing shall be simultaneous and contingent upon one another, and will be treated by the parties as a cancellation of the sale of 1,500,000 Seller Shares to Yi Tai at the Second Closing, and the relevant Purchase Price for the RSU Shares in the Escrow Account shall be refunded to Yi Tai at the Second Closing Time, and the funds in the Escrow Account to be released to Seller shall be reduced by such refunded amount. Throughout the Repurchase Right Period and, together with if the Repurchase Right is exercised, until the earlier of the closing of the transfer and sale of the RSU Shares pursuant to the Repurchase Right or three months after the Repurchase Notice, tendering Yi Tai agrees to keep a sufficient number of Seller Shares purchased pursuant to this Agreement free from any Liens and agrees not to transfer, pledge, sell or assign such number of Seller Shares to allow it to comply with its potential obligations to sell such Seller Shares to Seller under the Repurchase Right. For the avoidance of doubt, Seller does not have the foregoing Repurchase Right with respect to the Optionee or any Permitted Transferee Seller Shares to be transferred at the Repurchase Price for the shares being repurchased. The Company may assign First Closing Time, and the Repurchase Right to one or more Persons. Upon such notification, shall expire on the Optionee and any Permitted Transferees shall promptly surrender to day following the Company any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt expiration of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a)Period.

Right of Repurchase. The Upon the termination of your Continuous Service, the Company shall have the right an irrevocable option (the “Repurchase RightOption”) for a period of one (1) year after said termination (or in the case of shares issued upon the occurrence of any exercise of the events specified in Option after such date of termination, within one (1) year after the date of such exercise), or such longer period as may be agreed to by the Company and you (for example, for purposes of satisfying the requirements of Section 9(b1202(c)(3) below of the Code regarding “qualified small business stock”), to repurchase from you or your personal representative, as the case may be, any or all of those shares of Common Stock that you received pursuant to the exercise of your Option (the “Repurchase EventRepurchased Shares”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the a price per share specified below (Repurchased Share equal to the “Repurchase Price”)Fair Market Value. The Repurchase Right Option may only be exercised by the Company within the later for cash or cancellation of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price purchase money indebtedness for the shares being repurchasedRepurchased Share. The Company may assign exercise the Repurchase Right right granted to one it under this Section 10 by delivering a written notice to you (or more Persons. Upon such notification, to your legal representative) at any time during the Optionee and any Permitted Transferees shall promptly surrender to applicable period stating that the Company any certificates representing is exercising the Issued Shares being repurchased, together with a duly executed stock power for the transfer repurchase right granted to it under this Section 10. The delivery of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach notice by the Company to you (or to your legal representative) shall constitute a binding commitment of the Company to purchase and acquire all of the Repurchased Share so designated in such notice. The total purchase price for the Repurchased Share shall be delivered to you (or to your legal representative) against delivery by you of certificates evidencing the Repurchased Shares with stock powers duly executed in blank and a certificate setting forth customary representations and warranties by you as to title and the absence of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price liens against payment of the Issued Shares being purchased; provided, however, that purchase price therefor no later than 30 days after the Company may pay delivery of the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed election notice to you by the Optionee to the Company. The Repurchase Right shall terminate in accordance with Section 12(a).

Right of Repurchase. The Company shall have the right a repurchase option (the “"Repurchase Right”Option") with respect to Shares obtained upon the occurrence exercise of an Option. Under this Repurchase Option the Company may purchase from Optionee, or Optionee's personal representative, as the case may be, any of the events specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Optionee's Shares held or subsequently acquired obtained upon exercise of this Stock Option in accordance an Option. Such repurchase option shall be exercisable, at the discretion of the Board, upon the voluntary or involuntary termination of the Optionee's service with the terms hereof by Company for any reason including, without limitation, for death, Permanent Disability or Retirement and must be exercised within ninety (90) days following such termination or within ninety (90) days of exercise of the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”)Option, whichever is later. The Repurchase Right purchase price for the Shares repurchased pursuant to this Option Agreement pertaining to the Option shall be no less than the Fair Market Value of the Shares on the Termination Date, and may be exercised paid by the Company within the later of (i) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Notice, tendering to the Optionee or any Permitted Transferee the Repurchase Price for the shares being repurchased. The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company cancellation of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price indebtedness of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. Such repurchase option shall terminate upon the consummation of an initial underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act. The Repurchase Right Option is exercised by the Company by delivering personally or by registered mail, to Optionee (or his transferee or legal representative, as the case may be), within sixty (60) days of the Termination Date or within sixty (60) days of the exercise of an Option that is exercised after the Termination Date, whichever is later, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall terminate take place at the Company's office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver the purchase price therefore. At the Company's option and to the extent permitted by applicable law, all or any portion of such purchase price may be paid by canceling indebtedness represented by any note or notes issued by Optionee to the Company. If the Company is prevented from exercising the Repurchase Option at the time set forth above due to General Provisions of the Plan or due to provisions of the Stockholders' Agreement or any credit or loan agreement or similar agreement to which the Company is a party, the Company may exercise such Repurchase Option as of the date, if any, on which such provisions are no longer applicable to preventing such exercise by providing notice with sixty (60) days of such date and following the procedures set forth in accordance with Section 12(a)10(a) above.

Right of Repurchase. The Company shall have the right (the “Repurchase Right”"REPURCHASE RIGHT") upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”"REPURCHASE EVENT") to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”)below. The Repurchase Right may be exercised by the Company within the later of twenty-four (i24) six months following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”"REPURCHASE PERIOD"). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee holder written notice (the “Repurchase Notice”) on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with the Repurchase Noticesuch notice, tendering to the Optionee or any Permitted Transferee holder an amount equal to the Repurchase Price for Fair Market Value of the shares being repurchasedshares, determined as provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchasedpurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s 's assignee or assignees. Upon the Company’s 's or its assignee’s 's receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party)Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; providedPROVIDED, howeverHOWEVER, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to the Company. The Repurchase Right At such time, the Optionee and/or any holder of the Issued Shares shall terminate in accordance with Section 12(a)deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances.

Right of Repurchase. The If the Transferee ceases to provide services as a director, officer, consultant or advisor to the Company for any reason prior to the Company’s initial business combination (the “Business Combination”) the Transferor shall have the right (right, but not the “Repurchase Right”) upon the occurrence of any of the events specified in Section 9(b) below (the “Repurchase Event”) obligation, to repurchase the Shares (including any portion thereof) from the Optionee Transferee for the lesser of (or a) the fair market value of such Shares and (b) the Purchase Price paid for such Shares, it being understood and agreed that the foregoing right of repurchase shall terminate upon any Permitted Transferee) some or all (as determined by the Company) such Business Combination. Any such repurchase right of the Issued Shares held or subsequently acquired upon exercise of this Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below (the “Repurchase Price”). The Repurchase Right may Transferor shall be exercised by Transferor or its assigns by giving the Company within Transferee written notice (“Repurchase Notice”) no later than one hundred eighty 180 days after the later of (i) six months the date Transferee ceases to provide services as a director, officer, consultant or advisor to the Company and (ii) the one hundred eighty first (181st) day following the date of such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”)Agreement. The closing of the repurchase described herein shall occur as soon as reasonably practicable, and in any event not later than thirty (30) days after delivery of the applicable Repurchase Right Notice (provided, that such time shall be exercised by extended as necessary to comply with the Company by giving the Optionee or any Permitted Transferee written notice (the “Repurchase Notice”) on or before the last day requirements of the Repurchase Period Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of its intention 1976, as amended, or other applicable legal requirements), at the principal office of Transferor, or at such other time and location as the parties to exercise the Repurchase Rightsuch purchase may mutually determine, andsubject, together with the Repurchase Noticehowever, tendering to the Optionee or Transferee’s execution of any Permitted Transferee the Repurchase Price for the shares being repurchased. The Company documentation as may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued Shares being repurchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company be reasonably requested by Transferor or the Company’s assignee . Transferor will pay for the Shares by it first by offsetting amounts outstanding under any bona fide debts, if any, owed by Transferee to Transferor or assignees. Upon any of its Subsidiaries, including the Company’s , now existing or its assignee’s receipt hereinafter arising, and will pay the remainder of the certificates from repurchase price by, at its option, (A) wire transfer of immediately available funds, (B) delivery of a check payable to the Optionee Transferee, (C) a promissory note payable upon consummation of the Business Combination and bearing interest at the applicable federal rate, or (D) any Permitted Transferees combination of (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a partyA), (B) and (C), in the Company or its assignee or assignees shall deliver aggregate amount of the repurchase price for such Shares. If no election under section 83(b) of the Internal Revenue Code of 1986, as amended, is made with respect to himthe Shares purchased hereunder, her or them a check the Transferee will have ordinary income when the Shares are no longer subject to repurchase pursuant to this Section 2.3 in an amount equal to the excess of the fair market value of the Shares at that time over the amount the Transferee paid for the Repurchase Price of the Issued Shares being purchased; provided, however, Shares. The Transferee acknowledges that the Company Shares may pay be subject to a contractual lock-up or other restriction on transfer at the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by time the Optionee Shares are no longer subject to the Company. The Repurchase Right shall terminate in accordance with repurchase pursuant to this Section 12(a)2.3.