Common use of Share Repurchase Clause in Contracts

Share Repurchase. The Borrower and Sanofi, a company organized under the laws of France (the “Selling Shareholder”) propose to enter into a transaction whereby the Selling Shareholder proposes to sell to the Borrower, and the Borrower proposes to purchase from the Selling Shareholder, shares of the Borrower’s common stock, par value $0.001 per share (“Common Stock”), pursuant to the terms and conditions of a stock repurchase agreement proposed to be entered into between the Borrower and the Selling Shareholder on or about the date hereof (any such agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Stock Repurchase Agreement”). The Selling Shareholder and its affiliates propose to sell through an underwritten public offering a certain number of shares of Common Stock held by the Selling Shareholder and its affiliates as of the Effective Date (such offering, the “Secondary Offering”). The Secondary Offering is proposed to be consummated in accordance with the terms and conditions of an underwriting agreement proposed to be entered into among the Borrower, the Selling Shareholder, and the representatives (including an affiliate of the Initial Lender, as one of the representatives) of the underwriters to be identified therein (such agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof). For the avoidance of doubt, for purposes of the Loan Documents, a “Share Repurchase” will be deemed to include any repurchase by the Company from the Selling Shareholder of shares of Common Stock held by the Selling Shareholder and its affiliates as of the date hereof whether pursuant to the Stock Repurchase Agreement or otherwise, to the extent that such repurchase occurs on or prior to the later of June 5, 2020 and the date on which the Stock Repurchase Agreement has been terminated; provided that, for purposes of Section 2.11(a)(ii) of this Agreement, “Share Repurchase” shall not include or be deemed to refer to such repurchase(s) in excess of an amount equal to the sum of (i) the aggregate principal amount of the Commitments as of the Effective Date and (ii) the aggregate principal amount of Loans borrowed under additional Commitments (if any) that become effective pursuant to Section 2.20 of this Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Share Repurchase. The Borrower (a) On the terms and Sanofi, a company organized under the laws of France (the “Selling Shareholder”) propose to enter into a transaction whereby the Selling Shareholder proposes to sell subject to the Borrowerconditions contained in this Agreement, on the Effective Date, the Xxxx Parties shall sell, assign, transfer, convey and deliver the Shares (as set forth on Exhibit A) to the Company, and the Borrower proposes to purchase Company shall purchase, acquire and accept said Shares from the Selling ShareholderXxxx Parties. In consideration for the sale, assignment, transfer, conveyance and delivery of the Shares, at the Closing (as defined below), the Company shall (i) transfer and deliver to the Xxxx Parties (in the amounts set forth on Exhibit A) an aggregate of 330,231 shares of the Borrower’s common stock, par value $0.001 0.01 per share share, of FedNat Holding Company (the “Common FedNat Stock”) and (ii) pay to the Xxxx Parties (in the amounts set forth on Exhibit A) an aggregate cash consideration of $2,752,617 in immediately available funds (the “Cash Consideration”). The Xxxx Parties agree that the releases set forth in Section 4(b) of this Agreement constitute a material inducement for the Company to enter into this Agreement and perform its obligations hereunder (including, without limitation, its obligations under this Section 1), and the Company agrees that the releases set forth in Section 4(a) of this Agreement constitute a material inducement for the Xxxx Parties to enter into this Agreement and perform their obligations hereunder (including, without limitation, their obligations under this Section 1). (b) The closing of the purchase and sale contemplated by Section 1(a) (the “Closing”) shall occur on the Effective Date contemporaneously with the execution and delivery of this Agreement by the Parties. At the Closing, (i) each applicable Xxxx Party shall deliver or cause to be delivered to the Company all of the right, title and interest of such Xxxx Party in and to such Xxxx Party’s Shares (as set forth on Exhibit A) by an appropriate method reasonably acceptable to the Company, together with all documentation reasonably required by the Company to transfer to the Company all right, title and interest in and to said Shares, (ii) the Company shall deliver or cause to be delivered to the applicable Xxxx Parties (as set forth on Exhibit A) all of the right, title and interest of the Company in and to the FedNat Stock by an appropriate method reasonably acceptable to the Xxxx Parties, together with all documentation reasonably required by the Xxxx Parties to transfer to said Xxxx Parties all right, title and interest in and to said FedNat Stock, (iii) in accordance with wire transfer instructions provided in writing by the Xxxx Parties to the Company prior to the Effective Date (the “Wire Instructions”), pursuant the Company shall pay to the terms applicable Xxxx Parties (as set forth on Exhibit A) their applicable portion of the Cash Consideration in cash by wire transfer of immediately available funds, and conditions (iv) the Company shall pay to the Xxxx Parties the Expense Reimbursement (as defined below) in cash by wire transfer of a stock repurchase agreement proposed to be entered into between the Borrower and the Selling Shareholder on or about the date hereof (any such agreement as amended, supplemented or otherwise modified from time to time immediately available funds in accordance with the terms thereofWire Instructions. (c) Each Party hereby agrees to execute and deliver, the “Stock Repurchase Agreement”). The Selling Shareholder and its affiliates propose to sell through an underwritten public offering a certain number of shares of Common Stock held by the Selling Shareholder and its affiliates as of the Effective Date (such offering, the “Secondary Offering”). The Secondary Offering is proposed or cause to be consummated in accordance executed and delivered, such other documents and instruments, and to take such other actions, as are consistent with the terms of this Section 1 and conditions of an underwriting agreement proposed as may be reasonably required or requested by the other Parties in order to be entered into among accomplish the Borrowertransactions contemplated by this Section 1 (including, without limitation, providing directions or instructions to the Selling Shareholder, and the representatives (including an affiliate appropriate transfer agent in respect of the Initial Lender, as one transfer of the representatives) Shares or of the underwriters to be identified therein FedNat Stock (such agreement as amendedtransfer shall include, supplemented or otherwise modified from time to time if necessary, changing the name of the holder of record of such FedNat Stock in accordance with the terms thereofbooks and records of FedNat Holding Company by the appropriate transfer agent)). For the avoidance of doubt, for purposes no failure of the Loan Documents, a “Share Repurchase” will be deemed Xxxx Parties to include execute or deliver any repurchase by the Company from the Selling Shareholder of shares of Common Stock held by the Selling Shareholder and its affiliates as of the date hereof whether pursuant to the Stock Repurchase Agreement or otherwise, to the extent that such repurchase occurs on or prior to the later of June 5, 2020 and the date on which the Stock Repurchase Agreement has been terminated; provided that, for purposes of Section 2.11(a)(ii) of this Agreement, “Share Repurchase” shall not include or be deemed to refer to such repurchase(s) in excess of an amount equal to the sum of (i) the aggregate principal amount of the Commitments as of the Effective Date and (ii) the aggregate principal amount of Loans borrowed under additional Commitments (if any) that become effective pursuant to Section 2.20 of this Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto or to accept the extent related to Company’s wire transfer(s) (provided such wire transfer(s), in the amount and percentage interest identified below of all of such outstanding rights and obligations aggregate, equal the sum of the Assignor under Cash Consideration plus the respective facility identified below and (iiExpense Reimbursement) to shall affect the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right validity of the Assignor Share Repurchase. (d) Notwithstanding any delay due to changing the name of the holder of record of the FedNat Stock in its capacity as a Lender) against any Personthe books and records of FedNat Holding Company described by Section 1(c), whether known or unknown, arising under or in connection the Closing shall be deemed to have occurred on the Effective Date contemporaneously with the Credit execution and delivery of this Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Share Repurchase. The Borrower (a) If the Optionee’s employment with the Company terminates for any reason or if the Optionee breaches any covenant set forth in any employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between the Company and Sanofithe Optionee (an “Employment Agreement”) at any time, a company organized under the laws Company or its assignee shall have the right (but not the obligation) in its sole discretion to repurchase any or all of France the Option Shares held by such Optionee (the “Selling Shareholder”) propose to enter into a transaction whereby the Selling Shareholder proposes to sell to the Borrower, and the Borrower proposes to purchase from the Selling Shareholder, shares of the Borrower’s common stock, par value $0.001 per share (“Common Stock”), pursuant to the terms and conditions of a stock repurchase agreement proposed to be entered into between the Borrower and the Selling Shareholder on or about the date hereof (any such agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Stock Share Repurchase AgreementOption”). The Selling Shareholder and If the Company or its affiliates propose assignee repurchases any Option Shares pursuant to sell through an underwritten public offering this Section, it shall pay to the Optionee or his or her Legal Representative a certain number of shares of Common Stock held by purchase price equal to: (i) in the Selling Shareholder and its affiliates as case of the Effective Date (such offeringOptionee’s termination of employment for any reason other than Cause, the “Secondary Offering”). The Secondary Offering is proposed to be consummated in accordance with the terms and conditions Fair Market Value of an underwriting agreement proposed to be entered into among the Borrower, the Selling Shareholder, and the representatives (including an affiliate of the Initial Lender, as one of the representatives) of the underwriters to be identified therein (such agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof). For the avoidance of doubt, for purposes of the Loan Documents, a “Share Repurchase” will be deemed to include any repurchase by the Company from the Selling Shareholder of shares of Common Stock held by the Selling Shareholder and its affiliates Option Shares as of the date hereof whether the Company or its assignee elects to repurchase such Option Shares; and (ii) in the case of the Optionee’s termination of employment for Cause or the Optionee’s breach of an Employment Agreement, the lesser of the exercise price, as adjusted pursuant to Section 3.4 of the Stock Repurchase Option Agreement, and the Fair Market Value of the Option Shares as of the date the Company or its assignee elects to repurchase such Option Shares. (a) The right of the Company or its assignee to repurchase such Option Shares shall expire 90 days after the date of the Optionee's termination of employment or breach, as applicable, or, if later, 90 days after the date the Option is exercised. The repurchase rights shall be in addition to any other rights or remedies that the Company or its assignee may have under this Agreement or otherwise. If the Company or its assignee elects to repurchase any Option Shares pursuant to this Section, to the extent that such repurchase occurs on or prior to the later of June 5, 2020 and the date on which the Stock Repurchase Agreement has been terminated; provided that, for purposes of Section 2.11(a)(ii) of this Agreement, “Share Repurchase” shall not include or be deemed to refer to such repurchase(s) in excess of an amount equal to the sum of (i) the aggregate principal amount Company or its assignee shall deliver to the Optionee, within the 90-day period described in this Section, a notice setting forth the number of the Commitments as of the Effective Date Option Shares which it has elected to repurchase and (ii) the aggregate principal amount of Loans borrowed under additional Commitments (if any) that become effective pursuant Optionee shall deliver to Section 2.20 of this Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as Company a certificate or certificates for the Option Shares being repurchased, duly endorsed or otherwise in proper form for transfer, against payment of the Effective Date set forth below and is entered into required repurchase price in cash (by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”check). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Share Repurchase. The Borrower (a) Executive represents and Sanofiwarrants that (i) he is the sole legal and beneficial owner of all right, a company organized under the laws of France title and interest in and to 2,365,500 shares (the “Selling Shareholder”"Shares") propose of the Common Stock, and that such Shares constitute all of the Common Stock owned by him, (ii) he has full power and authority to enter into a transaction whereby and perform his obligations pursuant to this Agreement and the Selling Shareholder proposes to sell documents contemplated hereby, and (iii) he will convey hereunder good and marketable title to the BorrowerShares to the Company, free and clear of any liens, claims, security interests, options, leases, restrictions or other encumbrances of any nature. (b) The Company hereby purchases, and the Borrower proposes Executive hereby sells, all of Executive's right, title and ownership interest in and to the Shares for an aggregate of $3,146,115 (the "Purchase Price"). The Company's Board of Directors has adopted a resolution approving the purchase from the Selling Shareholder, shares of the Borrower’s common stockShares that specifies the name of the Executive and the number of Shares being repurchased. As payment in full of the Purchase Price, par value $0.001 per share (“Common Stock”), the outstanding principal and accrued but unpaid interest pursuant to the terms and conditions of a stock repurchase agreement proposed Stock Note is hereby reduced in an amount equal to be entered into between the Borrower and Purchase Price. (c) The remaining $544,920 owed to the Selling Shareholder on or about the date hereof (any such agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Stock Repurchase Agreement”). The Selling Shareholder and its affiliates propose to sell through an underwritten public offering a certain number of shares of Common Stock held Company by the Selling Shareholder and its affiliates as of Executive pursuant to the Effective Date (such offering, the “Secondary Offering”). The Secondary Offering is proposed to be consummated in accordance with the terms and conditions of an underwriting agreement proposed to be entered into among the Borrower, the Selling Shareholder, and the representatives (including an affiliate of the Initial Lender, as one of the representatives) of the underwriters to be identified therein (such agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof). For the avoidance of doubt, for purposes of the Loan Documents, a “Share Repurchase” will be deemed to include any repurchase by the Company from the Selling Shareholder of shares of Common Stock held by the Selling Shareholder and its affiliates Note as of the date hereof whether is hereby converted into a new loan pursuant to the promissory note attached hereto as Exhibit A (the "2002 Note"). Concurrent with Executive's execution and delivery to the Company of the 2002 Note, together with such documentation as the Company deems reasonably necessary to effect the sale and transfer of the Shares to the Company, all amounts due and owing pursuant to the Stock Repurchase Agreement or otherwise, to the extent that such repurchase occurs on or prior to the later of June 5, 2020 Note shall be deemed satisfied and the date on which Stock Note and the Stock Repurchase Pledge Agreement has been terminated; provided that, for purposes will be automatically terminated and cancelled. (d) Upon consummation of Section 2.11(a)(ii) of the transactions contemplated by this Agreement, “Share Repurchase” shall not include or be deemed to refer to such repurchase(s) in excess of an amount equal to the sum of (i) the aggregate principal amount of the Commitments as of the Effective Date and (ii) the aggregate principal amount of Loans borrowed under additional Commitments (if any) that become effective pursuant to Section 2.20 of this Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s each party's rights and obligations in its capacity as a Lender under pursuant to the Credit Stock Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount Registration Letter are terminated and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignorcancelled.

Share Repurchase. The Borrower (a) If the Optionee's employment with the Company terminates for any reason or if the Optionee breaches any covenant set forth in any employment, noncompetition, nonsolicitation, confidentiality, inventions or similar agreement between the Company and Sanofithe Optionee (an "Employment Agreement") at any time, a company organized under the laws Company or its assignee shall have the right (but not the obligation) in its sole discretion to repurchase any or all of France the Option Shares held by such Optionee (the “Selling Shareholder”) propose "Share Repurchase Option"). If the Company or its assignee repurchases any Option Shares pursuant to enter into a transaction whereby the Selling Shareholder proposes to sell this Section, it shall pay to the Borrower, and Optionee or his or her Legal Representative a purchase price equal to: (i) in the Borrower proposes to purchase from the Selling Shareholder, shares case of the Borrower’s common stock, par value $0.001 per share (“Common Stock”), pursuant to the terms and conditions Optionee's termination of a stock repurchase agreement proposed to be entered into between the Borrower and the Selling Shareholder on or about the date hereof (employment for any such agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms thereofreason other than Cause, the “Stock Repurchase Agreement”). The Selling Shareholder and its affiliates propose to sell through an underwritten public offering a certain number Fair Market Value of shares of Common Stock held by the Selling Shareholder and its affiliates as of the Effective Date (such offering, the “Secondary Offering”). The Secondary Offering is proposed to be consummated in accordance with the terms and conditions of an underwriting agreement proposed to be entered into among the Borrower, the Selling Shareholder, and the representatives (including an affiliate of the Initial Lender, as one of the representatives) of the underwriters to be identified therein (such agreement as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof). For the avoidance of doubt, for purposes of the Loan Documents, a “Share Repurchase” will be deemed to include any repurchase by the Company from the Selling Shareholder of shares of Common Stock held by the Selling Shareholder and its affiliates Option Shares as of the date hereof whether the Company or its assignee elects to repurchase such Option Shares; and (ii) in the case of the Optionee's termination of employment for Cause or the Optionee's breach of an Employment Agreement, the lesser of the exercise price, as adjusted pursuant to Section 3.4 of the Stock Repurchase Option Agreement, and the Fair Market Value of the Option Shares as of the date the Company or its assignee elects to repurchase such Option Shares. (a) The right of the Company or its assignee to repurchase such Option Shares shall expire 90 days after the date of the Optionee's termination of employment or breach, as applicable, or, if later, 90 days after the date the Option is exercised. The repurchase rights shall be in addition to any other rights or remedies that the Company or its assignee may have under this Agreement or otherwise. If the Company or its assignee elects to repurchase any Option Shares pursuant to this Section, to the extent that such repurchase occurs on or prior to the later of June 5, 2020 and the date on which the Stock Repurchase Agreement has been terminated; provided that, for purposes of Section 2.11(a)(ii) of this Agreement, “Share Repurchase” shall not include or be deemed to refer to such repurchase(s) in excess of an amount equal to the sum of (i) the aggregate principal amount Company or its assignee shall deliver to the Optionee, within the 90-day period described in this Section, a notice setting forth the number of the Commitments as of the Effective Date Option Shares which it has elected to repurchase and (ii) the aggregate principal amount of Loans borrowed under additional Commitments (if any) that become effective pursuant Optionee shall deliver to Section 2.20 of this Agreement. This Assignment and Assumption (the “Assignment and Assumption”) is dated as Company a certificate or certificates for the Option Shares being repurchased, duly endorsed or otherwise in proper form for transfer, against payment of the Effective Date set forth below and is entered into required repurchase price in cash (by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”check). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.