Common use of Right to Purchase Shares Clause in Contracts

Right to Purchase Shares. Each Shareholder understands and agrees that the Company has provided for such Shareholder to hold shares of Capital Stock in the Company to reward such Shareholder for such Shareholder’s future efforts and loyalty to the Company and its Affiliates by giving such Shareholder the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) such Shareholder engages in any Prohibited Disclosure or breaches or violates such Shareholder’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (b) such Shareholder engages in any Prohibited Solicitation or breaches or violates any non-solicitation obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (c) such Shareholder engages in any Prohibited Transfer, or (d) such Shareholder engages (at any time prior to the second anniversary of the Relevant Date) in any Competitive Activity or breaches or violates any non-competition obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (e) such Shareholder is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice (the “Repurchase Notice”) to such Shareholder, to purchase all or any portion of the shares of Capital Stock then held by such Shareholder. Notwithstanding the foregoing (but without limiting any other rights and remedies available to the Company), the Company shall not be entitled to purchase all or any portion of the shares of Capital Stock of any Shareholder pursuant to this Section 4 with respect to a breach of:

Right to Purchase Shares. Each Shareholder The Award Holder understands and agrees that the Company has provided for such Shareholder the Award Holder to hold shares of Capital Common Stock in the Company to reward such Shareholder the Award Holder for such Shareholderthe Award Holder’s future efforts and loyalty to the Company and its Affiliates by giving such Shareholder the Award Holder the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) such Shareholder the Award Holder engages in any Prohibited Disclosure or breaches or violates such Shareholderthe Award Holder’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Non-Competition Agreement or Employee Agreement to which such Shareholder the Award Holder is a party, or (b) such Shareholder the Award Holder engages in any Prohibited Solicitation or breaches or violates any non-solicitation obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder the Award Holder is a party, or (c) such Shareholder engages in any Prohibited Transfer, or (d) such Shareholder the Award Holder engages (at any time prior to the second anniversary of the Relevant Termination Date) in any Competitive Activity or breaches or violates any non-competition obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder the Award Holder is a party, or (ed) such Shareholder the Award Holder is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice (the “Repurchase Notice”) to such Shareholderthe Award Holder, to purchase all or any portion of the shares of Capital Common Stock then held by such Shareholderthe Award Holder. Notwithstanding the foregoing (but without limiting any other rights and remedies available to the Company), the Company shall not be entitled to purchase all or any portion of the shares of Capital Common Stock of any Shareholder the Award Holder pursuant to this Section 4 3 with respect to a breach of:

Right to Purchase Shares. Each Shareholder The Employee understands and agrees that the Company has provided for such Shareholder the Employee to hold shares of Capital Common Stock in the Company to reward such Shareholder the Employee for such Shareholderthe Employee’s future efforts and loyalty to the Company and its Affiliates by giving such Shareholder the Employee the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) such Shareholder the Employee engages in any Prohibited Disclosure or breaches or violates such Shareholderthe Employee’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Non-Competition Agreement or Employee Agreement to which such Shareholder the Employee is a party, or (b) such Shareholder the Employee engages in any Prohibited Solicitation or breaches or violates any non-solicitation obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder the Employee is a party, or (c) such Shareholder the Employee engages in any Prohibited Transfer, or (d) such Shareholder the Employee engages (at any time prior to the second anniversary of the Relevant Termination Date) in any Competitive Activity or breaches or violates any non-competition obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder the Employee is a party, or (e) such Shareholder the Employee is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice (the “Repurchase Notice”) to such Shareholderthe Employee, to purchase all or any portion of the shares of Capital Common Stock then held by such Shareholderthe Employee. Notwithstanding the foregoing (but without limiting any other rights and remedies available to the Company), the Company shall not be entitled to purchase all or any portion of the shares of Capital Common Stock of any Shareholder the Employee pursuant to this Section 4 with respect to a breach of:

Right to Purchase Shares. (a) Each Shareholder Employee Stockholder understands and agrees that the Company has provided for such Shareholder Employee Stockholder to hold shares of Capital Stock in the Company Equity Securities to reward such Shareholder Stockholders for such ShareholderEmployee Stockholder’s future efforts and loyalty to the Company and its Subsidiaries and Affiliates by giving such Shareholder Employee Stockholder the opportunity to participate in the potential future appreciation of the Company. Accordingly, to the extent permitted by Law, if (ai) such Shareholder Employee Stockholder engages in any Prohibited Disclosure Disclosure, or breaches or violates such ShareholderEmployee Stockholder ’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Non-Competition Agreement or Employee Restrictive Agreement to which such Shareholder Employee Stockholder is a party, or (bii) such Shareholder Employee Stockholder engages in any Prohibited Solicitation Disparagement, or breaches or violates any such Employee Stockholder ’s obligations relating to non-solicitation obligations disparagement under any Non-Competition Agreement or Employee Restrictive Agreement to which such Shareholder Employee Stockholder is a party, or (ciii) such Shareholder engages in any Prohibited Transfer, or (d) such Shareholder Employee Stockholder engages (at any time prior to the second (2nd) anniversary of the Relevant Date) in any Prohibited Solicitation, or breaches or violates such Employee Stockholder ’s non-solicitation obligations under any Restrictive Agreement to which such Employee Stockholder is a party, (iv) such Employee Stockholder engages (at any time prior to the second (2nd) anniversary of the Relevant Date) in any Competitive Activity Activity, or breaches or violates any such Employee Stockholder’s non-competition obligations under any Non-Competition Agreement or Employee Restrictive Agreement to which such Shareholder Employee Stockholder is a party, or (ev) such Shareholder Employee Stockholder is convicted of a felony against the Company or any of its Affiliates, or (vi) such Employee Stockholder engages in any Transfer that is not permitted by this Agreement, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written delivery of a notice (the “Repurchase Notice”) to such ShareholderEmployee Stockholder, to purchase all or any portion of the shares of Capital Stock Equity Securities then held by such ShareholderEmployee Stockholder. Notwithstanding For the foregoing (but without limiting avoidance of doubt, if any other rights and remedies available Employee Stockholder is a Permitted Transferee with respect to an Employee Stockholder, then, in the Company)event that any action described in this Section 7.7 is taken by such Stockholder or such Employee Stockholder, the Company shall not be entitled to purchase all or repurchase any portion of the shares of Capital Stock Equity Securities held by such Stockholder and any shares of any Shareholder pursuant to Equity Securities held by such Employee Stockholder in accordance with this Section 4 with respect to a breach of:7.7.

Right to Purchase Shares. Each Shareholder The Stockholder understands and agrees that the Company Corporation has provided for such Shareholder granted the Option to hold shares of Capital Stock in the Company Stockholder to reward such Shareholder the Stockholder for such Shareholder’s the Stockholder's future efforts and loyalty to the Company Corporation and its Affiliates affiliates by giving such Shareholder the Stockholder the opportunity to participate in the potential future appreciation of the CompanyCorporation. Accordingly, if (a) such Shareholder if the Stockholder engages in any Prohibited Disclosure or breaches or violates such Shareholder’s obligations relating to the non-disclosure or non-use of confidential or proprietary information under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a partyActivity, or (b) such Shareholder if, at any time during the Stockholder's employment with the Corporation or any affiliate or during the three years following the Stockholder's Termination, the Stockholder engages in any Prohibited Solicitation or breaches or violates any non-solicitation obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a partyCompetitive Activity (as defined below), or (c) such Shareholder engages in any Prohibited Transferif, or (d) such Shareholder engages (at any time prior to (whether during the second anniversary of Stockholder's employment or after any Termination), the Relevant Date) in any Competitive Activity or breaches or violates any non-competition obligations under any Non-Competition Agreement or Employee Agreement to which such Shareholder is a party, or (e) such Shareholder Stockholder is convicted of a felony crime against the Company Corporation or any of its Affiliatesaffiliate, then, in addition to any other rights and remedies available to the CompanyCorporation, the Company Corporation shall be entitled, at its option, exercisable by written notice (the “"Repurchase Notice”") to such Shareholderthe holder, to purchase all or any portion of the shares of Capital Common Stock then held by such Shareholderthe Stockholder. Notwithstanding The term "Competitive Activity" shall mean engaging in any of the foregoing following activities: (but without limiting i) serving as a director of any person (other rights and remedies available to than the CompanyCorporation or any of its affiliates) that competes either directly or indirectly through one or more affiliates with any of the businesses conducted by the Corporation or any of its affiliates (a "Competitor"), (ii) directly or indirectly through one or more intermediaries (X) controlling any Competitor or (Y) owning any equity or debt interests in any Competitor (other than equity or debt interests which are publicly traded and do not exceed 2% of the Company shall not be entitled to purchase all particular class of interests outstanding) (it being understood that, if interests in any Competitor are owned by an investment vehicle or any other entity in which the Stockholder owns an equity interest, a portion of the interests in such Competitor owned by such entity shall be attributed to the Stockholder, such portion determined by applying the percentage of the equity interest in such entity owned by the Stockholder to the interests in such Competitor owned by such entity), (iii) directly or indirectly soliciting, diverting, taking away, appropriating or otherwise interfering with any of the customers or suppliers of the Corporation or any subsidiary or any affiliate of the Corporation of which the Stockholder owns shares of Capital Stock capital stock or any other equity interest, or (iv) employment by (including serving as an officer or director of) or providing consulting services to any Competitor. For purposes of this Section 3.2, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any Shareholder pursuant to this Section 4 with respect to a breach of:Competitor, whether through the ownership of equity interests, by contract or otherwise.