Common use of Call Option Clause in Contracts

Call Option. (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the right, at any time during the 12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the Shares.

Call Option. (a) (i) If the InvestorParticipant’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (xi) by Parent or its Subsidiaries for Cause, (yii) upon a voluntary resignation by the Investor Participant when grounds for Cause exist or exist, (ziii) upon a voluntary resignation by the Investor Participant (other than for Good Reason) within 12 18 months following the Closing, or (iiiv) in the event of a Restrictive Covenant Violation, Parent shall have the right, at any time during the 12 months following, as applicable, each of (Ix) the Termination Date or (IIy) the date of such Restrictive Covenant Violation (or, if later, the date on which any Member of the Board Board, other than Participant (if applicable), has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the InvestorParticipant’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-shares of Parent Common Stock (including any shares of Parent Common Stock issued in respect of Options) then held by such member of the InvestorParticipant’s Family Group at a purchase price per Share share of Parent Common Stock equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, provided that such purchase price shall not be less than zero; provided, further, that for the avoidance of doubt, if Parent elects to exercise the Call Option in respect of any shares of Parent Common Stock underlying Options, the Options will be deemed exercised for the shares of Parent Common Stock underlying such Options. (b) If the InvestorParticipant’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, Date to purchase, and each member of the InvestorParticipant’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-shares of Parent Common Stock (including any shares issued in respect of Options) then held by such member of the InvestorParticipant’s Family Group at a purchase price per Share share of Parent Common Stock equal to Fair Market Value (measured as of the Repurchase Notice Date); provided that, for the avoidance of doubt, if Parent elects to exercise the Call Option in respect of any shares of Parent Common Stock underlying Options, the Options will be deemed exercised for the shares of Parent Common Stock underlying such Options. (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the InvestorParticipant’s Family Group of its intention to purchase Sharesshares of Parent Common Stock (including any shares issued in respect of Options), specifying the number of Shares shares of Parent Common Stock to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.22.3, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all SharesParent Common Stock (including any shares issued in respect of Options)), the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares Parent Common Stock on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the InvestorParticipant’s Family Group of its intention to purchase the SharesParent Common Stock.

Call Option. (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries Merger Agreement is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor any reason (other than for Good Reason) within 12 months following completion of the ClosingMerger), or (ii) in then the event of a Restrictive Covenant Violation, Parent shall have the rightparties hereto agree that, at any time during the 12 months following, as applicable, each option of Seller (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required exercisable by Notice to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal Purchaser prior to the lesser of (1) Fair Market Value (measured as of date that is thirty days after the date of the election to purchase such Shares is deliveredtermination, the “Repurchase Notice Date”sale and transfer of the Membership Interests contemplated by this Agreement shall be rescinded for all purposes in accordance with the provisions of Section 32(b) hereof and (2) Cost; providedthat the parties shall enter into such further agreements as may be necessary, that such purchase price shall not be less than zero. (b) If in the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Dateopinion of Reckson, to purchase, and each member cause the exercise of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and treated as a rescission for U.S. federal income tax purposes. The parties hereto intend that the purchase price thereof (the “Call Notice”). Subject to the provisions exercise of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (and any related actions and transactions) be treated as a rescission for U.S. federal income tax purposes and shall not take any position (whether on a Tax Return, in any audit or proceeding with respect to Taxes (as such terms are defined in the Merger Agreement), or otherwise) that is inconsistent with such characterization (an “Inconsistent Position”). Within 10 days of the receipt by any Reckson Party of any written notice from any taxing authority regarding its treatment or proposed treatment of the sale of the Membership Interests under this Agreement and/or the exercise of the Call Option, Seller shall notify Purchaser in writing of the substance of such communication; provided, that any failure to give such notice shall not relieve Purchaser from any of its obligations under Section 31 hereof, except to the extent Purchaser is actually prejudiced thereby. Seller shall have the right to control any audit, contest, litigation or other proceeding by or against any taxing authority (a “Tax Proceeding”) of any Reckson Party, including any Tax Proceeding in which the taxing authority asserts an Inconsistent Position (an “Interested Party Tax Proceeding”). With respect to any Interested Party Tax Proceeding, (i) Seller shall provide Purchaser with a timely and reasonably detailed account of each phase of such proceeding, (ii) Seller shall consult with Purchaser before taking any significant action in connection with such proceeding, (iii) Seller shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such proceeding, (iv) Seller shall defend such proceeding diligently and in good faith, and (v) Purchaser shall be entitled to participate in such proceeding if it could have an adverse effect on Purchaser that is material, in each case of clauses (i) through (iv), solely to the extent the Interested Party Tax Proceeding relates to an Inconsistent Position. In the event that Parent shall have an indemnity obligation under Section 31 as a result of a determination that Seller or any of its affiliates recognized gain from the sale of Membership Interests under this Agreement, Reckson shall, to the extent permitted by applicable law, elect to pay corporate level tax with respect to such gain rather than paying a deficiency dividend with respect thereto if (A) the payment of such corporate level tax would mitigate the amount of the indemnity obligation and (B) Reckson determines in good faith that such election does not result in adverse economic consequences to any Reckson Party for which such Reckson Party is not fully indemnified under Section 31 or otherwise. (b) Within 5 Business Days of Seller’s Notice to Purchaser that Seller is exercising the Call Option, the following shall occur: (1) Purchaser shall transfer to Seller the Membership Interests, pursuant to a form of Assignment and Assumption of Interest Agreement substantially in the form attached hereto as Exhibit B (except as to the identity of the assignor and assignee); and (2) Seller shall pay to Purchaser (or elects Purchaser shall pay to Seller if the sum of clause (i), minus clause (ii), plus clause (iii) is a negative number) an amount of cash equal to the sum of (i) the cash purchase price paid for the Membership Interests pursuant to Section 3(b) hereunder, minus (ii) 25% of all dividends or distributions paid by the Company during the period of Purchaser’s ownership of the Membership Interests, plus (iii) an amount equal to 25% of all cash contributions to the Company during the period of Purchaser’s ownership of the Membership Interests (other than cash contributions used by the Company to fund capital expenses); and (3) Seller shall transfer the Purchase Money Note to the Purchaser and the Purchase Money Note shall be canceled; and (4) Purchaser shall prepare at its expense all documents and instruments necessary for the reacquisition of the Membership Interests and Purchaser will pay all taxes, recording costs and other fees in connection therewith. In addition, the parties shall take such action as may be required, or in the opinion of Seller, necessary under state law or otherwise (including through the payment of monies by Purchaser) to restore the parties to the same position as if the transactions contemplated by this Agreement had not occurred. (c) From and after the Closing Date and until the completion of the Merger (unless the Merger Agreement shall have been terminated and Seller shall have declined to exercise the Call Option within the period specified in Section 32(a) hereof), Purchaser shall (i) take all actions (including ensuring that the Property is adequately insured and otherwise) as shall be prudent and advisable in the ordinary course operation of the Property, (ii) refrain from taking any actions in connection with the Property and the Company (including without limitation allowing the Company to incur any debt or to enter into any transactions with affiliates of Parent) other than in the ordinary course operation of the Property, (iii) not allow the Company to issue debt or equity interests (other than the Membership Interests and the Other Membership Interests), to incur any expenses other than reasonable, customary and necessary operating expenses, or to amend its operative documents in any manner, (iv) not make any entity classification election for federal income tax purposes with respect to less than all Sharesthe Company, (v) not place or suffer any lien, encumbrance or title defect (or any item that would be listed as an exception on a title insurance policy) on, or otherwise commit or suffer any waste with respect to, the Sponsor Property or the Membership Interests, and (vi) not make any capital contributions to the Company other than capital contributions required to fund reasonable, customary and necessary operating expenses of the Company. (d) Seller may elect to cause one of exercise its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in option under this Section 2.1 by providing written notice to each member 32 only if it concurrently exercises its option under Section 32 of the Investor’s Family Group of its intention Other Purchase Agreement to purchase reacquire the SharesOther Membership Interests.

Call Option. (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries Merger Agreement is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor any reason (other than for Good Reason) within 12 months following completion of the ClosingMerger), or (ii) in then the event of a Restrictive Covenant Violation, Parent shall have the rightparties hereto agree that, at any time during the 12 months following, as applicable, each option of Seller (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required exercisable by Notice to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal Purchaser prior to the lesser of (1) Fair Market Value (measured as of date that is thirty days after the date of the election to purchase such Shares is deliveredtermination, the “Repurchase Notice Date”sale and transfer of the Membership Interests contemplated by this Agreement shall be rescinded for all purposes in accordance with the provisions of Section 32(b) hereof and (2) Cost; providedthat the parties shall enter into such further agreements as may be necessary, that such purchase price shall not be less than zero. (b) If in the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Dateopinion of Reckson, to purchase, and each member cause the exercise of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and treated as a rescission for U.S. federal income tax purposes. The parties hereto intend that the purchase price thereof (the “Call Notice”). Subject to the provisions exercise of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (and any related actions and transactions) be treated as a rescission for U.S. federal income tax purposes and shall not take any position (whether on a Tax Return, in any audit or proceeding with respect to Taxes (as such terms are defined in the Merger Agreement), or otherwise) that is inconsistent with such characterization (an “Inconsistent Position”). Within 10 days of the receipt by any Reckson Party of any written notice from any taxing authority regarding its treatment or proposed treatment of the sale of the Membership Interests under this Agreement and/or the exercise of the Call Option, Seller shall notify Purchaser in writing of the substance of such communication; provided, that any failure to give such notice shall not relieve Purchaser from any of its obligations under Section 31 hereof, except to the extent Purchaser is actually prejudiced thereby. Seller shall have the right to control any audit, contest, litigation or other proceeding by or against any taxing authority (a “Tax Proceeding”) of any Reckson Party, including any Tax Proceeding in which the taxing authority asserts an Inconsistent Position (an “Interested Party Tax Proceeding”). With respect to any Interested Party Tax Proceeding, (i) Seller shall provide Purchaser with a timely and reasonably detailed account of each phase of such proceeding, (ii) Seller shall consult with Purchaser before taking any significant action in connection with such proceeding, (iii) Seller shall consult with Purchaser and offer Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such proceeding, (iv) Seller shall defend such proceeding diligently and in good faith, and (v) Purchaser shall be entitled to participate in such proceeding if it could have an adverse effect on Purchaser that is material, in each case of clauses (i) through (iv), solely to the extent the Interested Party Tax Proceeding relates to an Inconsistent Position. In the event that Parent shall have an indemnity obligation under Section 31 as a result of a determination that Seller or any of its affiliates recognized gain from the sale of Membership Interests under this Agreement, Reckson shall, to the extent permitted by applicable law, elect to pay corporate level tax with respect to such gain rather than paying a deficiency dividend with respect thereto if (A) the payment of such corporate level tax would mitigate the amount of the indemnity obligation and (B) Reckson determines in good faith that such election does not result in adverse economic consequences to any Reckson Party for which such Reckson Party is not fully indemnified under Section 31 or otherwise. (b) Within 5 Business Days of Seller’s Notice to Purchaser that Seller is exercising the Call Option, the following shall occur: (1) Purchaser shall transfer to Seller the Membership Interests, pursuant to a form of Assignment and Assumption of Interest Agreement substantially in the form attached hereto as Exhibit B (except as to the identity of the assignor and assignee); and (2) Seller shall pay to Purchaser (or elects Purchaser shall pay to Seller if the sum of clause (i), minus clause (ii), plus clause (iii) is a negative number) an amount of cash equal to the sum of (i) the cash purchase price paid for the Membership Interests pursuant to Section 3(b) hereunder, minus (ii) 75% of all dividends or distributions paid by the Company during the period of Purchaser’s ownership of the Membership Interests, plus (iii) an amount equal to 75% of all cash contributions to the Company during the period of Purchaser’s ownership of the Membership Interests (other than cash contributions used by the Company to fund capital expenses); and (3) Seller shall transfer the Purchase Money Note to the Purchaser and the Purchase Money Note shall be canceled; and (4) Purchaser shall prepare at its expense all documents and instruments necessary for the reacquisition of the Membership Interests and Purchaser will pay all taxes, recording costs and other fees in connection therewith. In addition, the parties shall take such action as may be required, or in the opinion of Seller, necessary under state law or otherwise (including through the payment of monies by Purchaser) to restore the parties to the same position as if the transactions contemplated by this Agreement had not occurred. (c) From and after the Closing Date and until the completion of the Merger (unless the Merger Agreement shall have been terminated and Seller shall have declined to exercise the Call Option within the period specified in Section 32(a) hereof), Purchaser shall (i) take all actions (including ensuring that the Property is adequately insured and otherwise) as shall be prudent and advisable in the ordinary course operation of the Property, (ii) refrain from taking any actions in connection with the Property and the Company (including without limitation allowing the Company to incur any debt or to enter into any transactions with affiliates of Parent) other than in the ordinary course operation of the Property, (iii) not allow the Company to issue debt or equity interests (other than the Membership Interests and the Other Membership Interests), to incur any expenses other than reasonable, customary and necessary operating expenses, or to amend its operative documents in any manner, (iv) not make any entity classification election for federal income tax purposes with respect to less than all Sharesthe Company, (v) not place or suffer any lien, encumbrance or title defect (or any item that would be listed as an exception on a title insurance policy) on, or otherwise commit or suffer any waste with respect to, the Sponsor Property or the Membership Interests, and (vi) not make any capital contributions to the Company other than capital contributions required to fund reasonable, customary and necessary operating expenses of the Company. (d) Seller may elect to cause one of exercise its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in option under this Section 2.1 by providing written notice to each member 32 only if it concurrently exercises its option under Section 32 of the Investor’s Family Group of its intention Other Purchase Agreement to purchase reacquire the SharesOther Membership Interests.

Call Option. (a) (i) If the InvestorExecutive’s employment with or service to, as applicable, Parent the Employer and its Subsidiaries Affiliates is terminated (x) by Parent the Employer or its Subsidiaries Affiliates for Cause, Cause (y) upon a voluntary resignation by or if Executive voluntarily resigns Executive’s employment with the Investor Employer and its Affiliates when grounds for Cause exist exist) or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent the Aggregator shall have the right, at any time during the for 12 months following, as applicable, each of (Ii) the Termination Date or (IIii) the date of such Restrictive Covenant Violation violation or conduct (or, if later, the date on which the Board General Partner has actual knowledge thereof), to purchase (together with the rights in Section 2.1(bSections 4.2(b) and Section 2.1(c4.2(c), the “Call Option”), and each member of the InvestorExecutive’s Family Group shall be required to sell to Parentthe Aggregator, all or any portion of the Shares then-Vested Incentive Units then held by such member of the InvestorExecutive’s Family Group at a purchase price per Share Vested Incentive Unit equal to the lesser of (1x) Fair Market Value (measured as of the date of the election to purchase such Shares units is delivered, delivered (the “Repurchase Notice Date”)) and (2y) Cost; provided, that such purchase price shall not be less than zero. (b) If the InvestorExecutive’s employment with or service to, as applicable, Parent the Employer and its Subsidiaries Affiliates terminates for any reason other than as provided for in Section 2.1(a4.2(a), Parent the Aggregator shall have the right, at any time during the for 12 months following the Termination Date, to purchase, and each member of the InvestorExecutive’s Family Group shall be required to sell to Parentthe Aggregator, all or any portion of the Shares then-Vested Incentive Units then held by such member of the InvestorExecutive’s Family Group at a purchase price per Share Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). Notwithstanding the foregoing, Vested Incentive Units held by Executive (including those acquired pursuant to any other Subscription Agreement) will not be subject to the Call Option in this Section 4.2(b) or any similar provision in a Subscription Agreement entered into among the Aggregator, Holdings and Executive prior to or following the Closing Date hereof, in either of the following two circumstances, provided that Executive executes and does not revoke the Release (as defined in the Employment Agreement) within the time period prescribed in the Employment Agreement: (i) Executive remains employed as the Chief Executive Officer by the Employer or one of its Affiliates through October 1, 2026; or (ii) Executive’s employment with the Employer or its Affiliates is terminated (x) by the Employer or its Affiliates without Cause (which does not include Executive’s termination of employment due to death or Disability) or (y) by Executive for Good Reason (when no grounds for Cause exist). (c) In the event that the Investor Executive engages in a Competitive Activity Business (as defined in Annex IAppendix A) without the prior written consent of Parent at any time after the InvestorExecutive’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent the Aggregator shall have the right, at any time during the for 12 months following the date of such engagement in a Competitive Activity Business (or, if later, the date on which the Board General Partner has knowledge thereof) ), to purchase, and each member of the InvestorExecutive’s Family Group shall be required to sell to Parentthe Aggregator, all or any portion of the Shares then‑held Vested Incentive Units then held by such member of the InvestorExecutive’s Family Group at a purchase price per Share Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent The Aggregator may elect to exercise its Call Option in Section 2.1(a4.2(a) in lieu of this Section 2.1(c4.2(c), to the extent applicable. (d) If Parent the Aggregator desires to exercise the Call Option pursuant to this Section 2.14.2, Parent the Aggregator shall send written notice to each member of the InvestorExecutive’s Family Group of its intention to purchase SharesIncentive Units, specifying the number of Shares Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.25, the closing of the purchase shall take place at the principal office of Parent the Aggregator on a date specified by Parent the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent the Aggregator elects not to exercise the Call Option pursuant to this Section 2.1 4.2 (or elects to exercise the Call Option with respect to less than all SharesIncentive Units), the Sponsor Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Shares Incentive Units on the same terms and conditions set forth in this Section 2.1 4.2 by providing written notice to each member of the InvestorExecutive’s Family Group of its intention to purchase Incentive Units, and the Sharesprovisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (i) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds and (ii) the provisions of Sections 4.2(b) and 4.2(c) shall cease to be effective upon the occurrence of an initial Public Offering.

Call Option. Provided that there is no unremedied KPI Failure (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) defined in the event of a Restrictive Covenant ViolationPurchase Agreement) with respect to any Additional Closing (as defined in the Purchase Agreement), Parent the Company shall have the right, at any time during right to require each holder of outstanding shares of Series BRN Preferred Stock to sell to the 12 months following, as applicable, each Company all (but not less than all) of its shares of Series BRN Preferred Stock (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”) under the following terms and conditions: 10.1 At any time on or after the fourth (4th) anniversary of the Initial Closing Date (as defined in the Purchase Agreement), and each member the Company shall have the right to exercise the Call Option in the manner set forth in Section 10.3 below at a per share purchase price equal to an amount that would yield a twenty percent (20%) internal rate of return on the original purchase price paid by such holder for the shares of Series BRN Preferred Stock subject to the Call Option (the “IRR Exercise Price”). For purposes hereof, “internal rate of return” means the discount rate at which the net present value of the Investor’s Family Group Original Issue Price (as defined in the Company Charter) of the Series BRN Preferred Stock is equal to the net present value of the purchase price to be paid upon exercise of the Call Option and all dividends paid with respect to a share of Series BRN Preferred from the original date of issuance and shall be calculated using the XIRR function in the most recent version of Microsoft Excel (or if such program is no longer available, such other software program for calculating IRR reasonably proposed by the Company). 10.2 At any time after any holder of Series BRN Preferred Stock: (a) fails to purchase the minimum number of shares such holder is required to sell to Parentpurchase at any Additional Closing (excluding, all for the avoidance of doubt, any purchase of Second Closing Remaining Shares, Third Closing Remaining Shares or any portion Fourth Closing Remaining Shares (as each such term is defined in the Purchase Agreement)) after the satisfaction or waiver of the Shares then-conditions set forth in Section 4.2 of the Purchase Agreement (other than Section 4.2(e) of the Purchase Agreement) in accordance with the Purchase Agreement other than due to (i) a KPI Failure, (ii) an IPO or (iii) the closing of a Sale of the Company; or (b) breaches any of its material obligations under the Financing Agreements (as defined in the Purchase Agreement) (including, for example, failing to assign ownership of any inventions made within the Project Company to the Company or failing to convert its shares of Series BRN Preferred Stock in accordance with the Company Charter), which breach remains uncured for a period of thirty (30) days after such breach and provided, however, that the Company is not then itself in breach of its obligations under the applicable Financing Agreement(s); the Company shall have the right to exercise the Call Option at any time within two (2) months of such failure to purchase or breach (provided that such two (2) month period shall commence on the date of delivery of written notice of such breach) with respect to all of the shares of Series BRN Preferred Stock held by such member holder as of the Investor’s Family Group at a immediately prior to such failure to purchase price per Share equal to the lesser of (1) Fair Market Value (measured or breach or as of the date of the election to Exercise Notice (whichever is greater), at a per share purchase such Shares is deliveredprice of $6.00 (as adjusted for all stock splits, dividends, combinations, recapitalizations and the like affecting the Series BRN Preferred Stock) (the “Minimum Exercise Price” and together with the IRR Exercise Price, the “Repurchase Notice DateExercise Price”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent 10.3 If, at any time after the Investor’s Termination Date (regardless Initial Closing Date, a statute, rule, regulation, order, or interpretation shall have been enacted, entered or deemed applicable by any domestic or foreign government or governmental or administrative agency or court which would make the transactions contemplated by the Purchase Agreement or the other Financing Agreements illegal and each of whether such conduct constitutes a Restrictive Covenant Violationthe conditions to the obligations of RUSNANO and any Co-Investor set forth in Sections 4.2(a), then Parent (b), (c) and (d) of the Purchase Agreement, if applicable, have been satisfied, the Company shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires right to exercise the Call Option pursuant to this in the manner set forth in Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the 10.4 below at a per share purchase price thereof equal to the Minimum Exercise Price 10.4 The Call Option shall be exercisable by the Company only by delivery of a written exercise notice stating the applicable Exercise Price (the “Call Exercise Notice”). Subject ) to the provisions holders of Section 2.2the Series BRN Preferred Stock. Upon delivery of an Exercise Notice, the closing holders of the purchase Series BRN Preferred Stock shall take place at the principal office of Parent on a date specified by Parent be obligated to sell all but not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Sharesof their shares of Series BRN Preferred Stock (and to promptly deliver any certificates representing the same, duly endorsed or accompanied by an executed stock power) to the Sponsor may elect to cause one of its Affiliates or another designee Company, and the Company shall be obligated to purchase such Shares on shares from the same terms holders of the Series BRN Preferred Stock, in the manner and conditions set forth at the price contemplated in this Section 2.1 by providing written notice 10. On a date (the “Settlement Date”) that is within ten (10) business days after receipt of an Exercise Notice, the Company shall pay to each member of the Investor’s Family Group of its intention to purchase relevant holder the Sharesapplicable Exercise Price determined in accordance with Sections 10.1, 10.2 or 10.

Call Option. (a) (i) If Other than as set forth in the Investorsecond sentence of Section 4(b)(vii), upon and following (A) a termination of the Executive’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds Company for Cause exist or (zB) upon a voluntary resignation by the Investor termination of the Executive’s employment for any reason (other than for Good Reasonthe Executive’s death) within 12 months one year following the Closingdate of this Agreement for any reason (or no reason), or (ii) in the event of a Restrictive Covenant Violation, Parent Company shall have the right, at any time during the 12 months following, as applicable, each of right and option (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member but not the obligation, to purchase from the Executive (or his estate or permitted transferees) any or all of the Investor’s Family Group shares of Company Common Stock or Company Preferred Stock, as the case may be, owned by the Executive. The purchase price (the “Call Price”) of the Company Common Stock or Company Preferred Stock, as the case may be, subject to purchase under this provision (the “Called Shares”) shall be required to sell to Parent, all or any portion (x) in the case of (A) a termination of the Shares then-held Executive’s employment by such member the Company for Cause or (B) the termination of the InvestorExecutive’s Family Group at a purchase price per Share equal to employment for any reason (other than the lesser Executive’s death) within one year following the date of (1) this Agreement, the lower of the Company Common Initial Value or the Company Preferred Initial Value, as the case may be, of such Called Shares or the Fair Market Value (measured as of such Called Shares on the date of the election to purchase such Shares is delivered, the applicable “Repurchase Notice Date”) and Call Notice” (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Datedefined below). (cii) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent The Company may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant by delivering or mailing to the Executive (or to his estate, if applicable), in accordance with Section 15 of this Section 2.1Agreement, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof exercise (the a “Call Notice”). Subject to The Call Notice shall specify the provisions of Section 2.2date thereof, the closing number of Called Shares and the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day Call Price. (iii) Within ten (10) days after the giving his receipt of the Call Notice, the Executive (or his estate) shall tender to the Company, at its principal office the certificate or certificates representing the Called Shares, duly endorsed in blank by the Executive (or his estate) or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the Company. Notwithstanding Upon its receipt of such shares, the foregoingCompany shall pay to the Executive the aggregate Call Price therefor, if Parent elects in cash or by wire transfer of immediately available funds. (iv) The Company will be entitled to receive customary representations and warranties from the Executive (or his estate) regarding the sale of the Called Shares pursuant to the exercise of the Call Option as may reasonably requested by the Company, including but not limited to the representation that the Executive has good and marketable title to the Called Shares to be transferred free and clear of all liens, claims and other encumbrances. (v) If the Company delivers a Call Notice, then from and after the time of delivery of the Call Notice, the Executive shall no longer have any rights as a holder of the Called Shares subject thereto (other than the right to receive payment of the Call Price as described above), and such Called Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Called Shares. (vi) Any Company Common Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of this Agreement, including the continuation of the Company’s right to exercise the Call Option pursuant to Option. (vii) This Section 4(b) is in addition to, and not in lieu of, any rights and obligations of the Executive and the Company in respect of the Shares contained in the “Stockholders Agreement” (as defined below). Notwithstanding the above, this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice 4(b) shall be ineffective as to each member Company Common Share on and following an IPO or any other event which causes the Company Common Stock, or other securities for which all or substantially all of the Investor’s Family Group of its intention Company Common Stock may have been exchanged, to purchase the Sharesbe or become listed for trading on or over an established securities market or established trading system.

Call Option. (a) (i) If Notwithstanding anything to the Investorcontrary in this Section 5.5, (i) the Trican ROFO shall not apply to (A) a Sale or Transfer of all or substantially all of the assets of Trican in one or a series of related transactions that do not involve the Sale or Transfer of Trican’s employment with Units separately from the Sale or service toTransfer of all or substantially all of the assets of Trican or (B) any transfer or sale of any equity interests of Trican Parent (including any indirect or direct sale or transfer, whether by merger, amalgamation or reorganization) so long as applicable, such sale or transfer does not involve the Sale or Transfer of Trican’s Units separately from the direct or indirect sale or transfer of the equity interests of Trican Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) the Trican ROFO shall not in and of itself prevent Trican from pledging or otherwise encumbering any Units (the event “Pledged Units”) Held by it to any lenders or financing sources (collectively, the “Financing Sources”) in order to obtain or retain financing; provided, that each of a Restrictive Covenant Violation, Parent the Existing Holders shall have the rightoption, but not the obligation, to purchase any such Pledged Units for Fair Market Value (and in the case of any Pledged Units that are Class C Units, such Fair Market Value shall be calculated as if such Class C Units were converted to Class A Units on a fully diluted basis based on the Fair Market Value for such Units immediately prior to exercise of the Call Option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in the 90 day period prior to such calculation of Fair Market Value, in which case Fair Market Value shall be based on such prior valuation)) in connection with any foreclosure or other security enforcement action with respect to such Pledged Units (the “Call Option”) on the terms set forth in this Section 5.5(e). (ii) Trican shall require its Financing Sources to notify the Existing Holders (a “Foreclosure Notice”) of the bona fide intention by the Financing Sources to foreclose on or take any other security enforcement action with respect to any Pledged Units at the same time as Trican or its Affiliates are so notified. Within ten days of receipt of any time during the 12 months following, as applicableForeclosure Notice, each of (I) the Termination Date or (II) Existing Holders must notify the date other Existing Holders of such Restrictive Covenant Violation (orits intention, if laterany, to exercise the Call Option for some or all of the Pledged Units; provided, that if more than one Existing Holder has provided notice of an intent to exercise the Call Option for a proportion of the Pledged Units in excess of their respective Proportionate Class A Unit Percentages, then such Existing Holders shall exercise such Call Option for up to their relative Proportionate Class A Unit Percentage as between such Existing Holders. (iii) Subject to Section 5.5(e)(ii), each of the Existing Holders shall notify Trican, the other Existing Holders and the applicable Financing Sources in writing (the “Call Option Exercise Notice”) of their intention to exercise the Call Option within 60 days from the date on which the Board has actual knowledge thereof), Existing Holders receive the Foreclosure Notice and the purchase of such Pledged Units pursuant to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “such Call Option”), and each member Option shall be consummated within 30 days from delivery of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zeroCall Option Exercise Notice. (biv) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), Notwithstanding anything to the extent applicable. contrary, Trican shall cause such Financing Sources to (dA) If Parent desires take such pledge or encumbrance on the Pledged Units from Trican subject to exercise the Existing Holder’s right to the Call Option pursuant hereunder and (B) not take any foreclosure or other security enforcement action with respect to this Section 2.1, Parent shall send written the Pledged Units until at least 61 days after receipt by the Existing Holders of the Foreclosure Notice unless the Existing Holders have provided notice to each member Trican and such Financing Sources of the Investor’s Family Group of its their intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise their rights to the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase during such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the Sharestime.

Call Option. 14.1 The Parties agree that: (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the right, at any time during the 12 months followingFirst Call Period or the Second Call Period, as applicablethe Investor shall have the right to require TTSL and TSL to sell all, each of (I) the Termination Date or (II) the date but not less than all, of such Restrictive Covenant Violation Shareholder’s Shareholding to the Investor or its Affiliates; and (or, if laterb) at any time during the First Call Period or the Second Call Period, the date on which Investor shall have the Board has actual knowledge thereof)right to require IDFCPE III to sell all, but not less than all, of its Shareholding to purchase the Investor or its Affiliates; (together with the rights in Section 2.1(b) and Section 2.1(c)each, the a “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share price equal to the lesser Call Option Price, by a notice in writing (each, a “Call Option Exercise Notice”). Provided that if any of (1) Fair Market Value (measured as of TTSL, TSL or IDFCPE III have exercised the date of the election Put Option in accordance with Clause 12, and such Put Option cannot be completed due to purchase such Shares is deliveredany restrictions under applicable Law, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group Investor shall be required obliged to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to immediately exercise its Call Option in Section 2.1(aand ensure that it purchases the Shareholding of TTSL, TSL or IDFCPEII (as the case may be) in lieu of accordance with this Section 2.1(c), to the extent applicableClause 14 and applicable Law. 14.2 Each Call Option Exercise Notice sent by the Investor to a Shareholder (da “Call Option Seller”) If Parent desires shall specify: (i) the Shares with respect to exercise which the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof is exercised (the “Call NoticeOption Shares”). Subject to ; (ii) the provisions of Section 2.2, Call Option Price; and (iii) the closing date for completion of the sale and purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding Option Shares (the foregoing“Call Option Completion Date”), which shall (except if Parent elects not to exercise any regulatory approvals are required for such completion) be no more than thirty (30) Business Days and no fewer than fourteen (14) Business Days from the date of delivery of the Call Option pursuant to Exercise Notice. 14.3 A Call Option Exercise Notice served under this Section 2.1 (or elects to exercise Clause 14 shall constitute a legally binding contract between the Investor and the Call Option Seller, for the sale and purchase of the Call Option Shares, free from any Encumbrance and with all rights attached thereto. 14.4 The closing of any purchase of the Call Option Shares shall be held at the registered office of the Company on the Call Option Completion Date or at such other place as the parties to the transaction may agree in writing. The Call Option Consideration shall become due and payable on the Call Option Completion Date (subject to any extension to the extent necessary to obtain any required government or third party approvals that are required with respect to less than the transfer of the Call Option Shares; provided, however, that all of the parties to the transaction shall use their commercially reasonable efforts to obtain such approvals in a timely manner) and the Investor shall pay such Call Option Consideration as and when it becomes due and the Call Option Seller shall deliver any certificates representing the Call Option Shares, accompanied by duly executed share transfer forms in favour of the Sponsor Investor in case of physical shares, and deliver instruction slips for the transfer of Shares to its depository participant in case of dematerialised shares. At such closing, all of the parties to the transaction shall execute such additional documents as may elect be necessary or appropriate to cause one effect the sale of the Call Option Shares to the Investor or its Affiliates. Any stamp duty or transfer taxes or fees payable on the transfer of the Call Option Shares shall be borne and paid by the Investor. 14.5 The Company shall, on the Call Option Completion Date, register the Transfer of the Call Option Shares in favour of the Investor or its Affiliates or another designee only upon the following documents being presented to purchase it: 14.5.1 Share certificates evidencing the title to the Call Option Shares; and 14.5.2 Duly executed, stamped and valid instruments of Transfer. 14.6 The Investor shall be responsible for obtaining all corporate and statutory approvals as required for consummating the Call Option except in such Shares on instances where such approval is required by Law required to be obtained by the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the SharesCall Option Seller.

Call Option. (a) (i) If Other than as set forth in the Investorsecond sentence of Section 4(b)(vii), upon and following (A) a termination of the Executive’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds Company for Cause exist or (zB) upon a voluntary resignation by the Investor termination of the Executive’s employment for any reason (other than for Good Reasonthe Executive’s death) within 12 months one year following the Closingdate of this Agreement for any reason (or no reason), or (ii) in the event of a Restrictive Covenant Violation, Parent Company shall have the right, at any time during the 12 months following, as applicable, each of right and option (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member but not the obligation, to purchase from the Executive (or his estate or permitted transferees) any or all of the Investor’s Family Group shares of Company Common Stock or Company Preferred Stock, as the case may be, owned by the Executive; provided, that if the Executive is entitled to exercise his Put Right in accordance with Section 4(c) and he does exercise his Put Right, the provisions of Section 4(c) shall govern the repurchase of Shares by the Company. The purchase price (the “Call Price”) of the Company Common Stock or Company Preferred Stock, as the case may be, subject to purchase under this provision (the “Called Shares”) shall be required to sell to Parent, all or any portion (x) in the case of (A) a termination of the Shares then-held Executive’s employment by such member the Company for Cause or (B) the termination of the InvestorExecutive’s Family Group at a purchase price per Share equal to employment for any reason (other than the lesser Executive’s death) within one year following the date of (1) this Agreement, the lower of the Company Common Initial Value or the Company Preferred Initial Value, as the case may be, of such Called Shares or the Fair Market Value (measured as of such Called Shares on the date of the election to purchase such Shares is delivered, the applicable “Repurchase Notice Date”) and Call Notice” (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Datedefined below). (cii) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent The Company may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant by delivering or mailing to the Executive (or to his estate, if applicable), in accordance with Section 15 of this Section 2.1Agreement, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof exercise (the a “Call Notice”). Subject to The Call Notice shall specify the provisions of Section 2.2date thereof, the closing number of Called Shares and the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day Call Price. (iii) Within ten (10) days after the giving his receipt of the Call Notice, the Executive (or his estate) shall tender to the Company, at its principal office the certificate or certificates representing the Called Shares, duly endorsed in blank by the Executive (or his estate) or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the Company. Notwithstanding Upon its receipt of such shares, the foregoingCompany shall pay to the Executive the aggregate Call Price therefor, if Parent elects in cash or by wire transfer of immediately available funds. (iv) The Company will be entitled to receive customary representations and warranties from the Executive (or his estate) regarding the sale of the Called Shares pursuant to the exercise of the Call Option as may reasonably requested by the Company, including but not limited to the representation that the Executive has good and marketable title to the Called Shares to be transferred free and clear of all liens, claims and other encumbrances. (v) If the Company delivers a Call Notice, then from and after the time of delivery of the Call Notice, the Executive shall no longer have any rights as a holder of the Called Shares subject thereto (other than the right to receive payment of the Call Price as described above), and such Called Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Called Shares. (vi) Any Company Common Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of this Agreement, including the continuation of the Company’s right to exercise the Call Option pursuant to Option. (vii) This Section 4(b) is in addition to, and not in lieu of, any rights and obligations of the Executive and the Company in respect of the Shares contained in the “Stockholders Agreement” (as defined below). Notwithstanding the above, this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice 4(b) shall be ineffective as to each member Company Common Share on and following an IPO or any other event which causes the Company Common Stock, or other securities for which all or substantially all of the Investor’s Family Group of its intention Company Common Stock may have been exchanged, to purchase the Sharesbe or become listed for trading on or over an established securities market or established trading system.

Call Option. (a) (i) If In the Investorevent Stockholder’s employment with or service tounder the Employment Agreement among the Company, Affinion Group, Inc. and Stockholder, dated as of the date hereof and effective as of the Effective Date (the “Employment Agreement”), is terminated for any reason whatsoever prior to an initial public offering of the Common Stock pursuant to an effective Registration Statement filed under the Securities Act of 1933, as applicableamended (an “IPO”), Parent then first the Company, and its Subsidiaries is terminated then Apollo and General Atlantic (xpursuant to the terms of Section 1(c) by Parent or its Subsidiaries for Causebelow), (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the rightright and option, at any time during but not the 12 months following, as applicable, each of obligation (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, purchase either (i) all or any portion of the Shares then-(but not the Warrants) or (ii) all of the Securities (including the Warrants), in each case then held by such member Stockholder, Trust or any Person to whom Securities formerly held by Stockholder or Trust were transferred in accordance with the terms of the Investor’s Family Group at Stockholder Agreement, (such Person, a “Permitted Transferee”), or to whom such Shares or Securities, as the case may be, have been transferred by Stockholder, Trust and any of their Permitted Transferees, in each case, excluding (a) Securities transferred in accordance with the terms of Section 4(c) of the Stockholder Agreement, and, (b) if the Stockholder, the Trust or the Permitted Transferee, as applicable, has exercised its Tag-Along Right (as such term is defined in the Stockholder Agreement), Section 4(d) of the Stockholder Agreement (the Securities that are subject to the Call Option are referred to as the “Subject Shares”), whether such Subject Shares have been acquired upon the exercise of the Warrants, options or otherwise. The aggregate purchase price per Share (the “Call Price”) for the Subject Securities that are the subject of the Call Option shall be equal to (x) if the lesser Call Option includes the Shares and the Warrants, the sum of the (I) the product of (A) the “Fair Market Value Per Share” (as defined below) multiplied by (B) the number of Shares being acquired plus (II) the “Warrant Valuation” (as defined below) or (y) if the Call Option includes only the Shares, the product of (1) the Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and Per Share multiplied by (2) Cost; provided, that such purchase price shall not be less than zerothe number of Shares being acquired. (b) If In the Investorevent of the termination of Stockholder’s employment with or service to, as applicable, Parent and its Subsidiaries terminates the Company for any reason other than as provided for in Section 2.1(awhatsoever, the Company shall promptly notify General Atlantic, Apollo and Stockholder of the effective date of such termination (the “Termination Date”). For a period of 30 days following the Termination Date (the “Company Option Period”), Parent the Company or its designee shall have the rightright to exercise the Call Option described in Section 1(a) with respect to the Subject Shares by delivering written notice to Stockholder, the Trust and any Permitted Transferees (a “Call Notice”) (with a copy to Apollo and General Atlantic). If the Company does not elect to exercise the Call Option, then each Call Holder shall have the right to exercise the Call Option described in Section 1(a) with respect to its Pro Rata Portion of the Subject Shares by delivering a Call Notice to Stockholder, the Company and the other Call Holder at any time during the 12 months 15-day period following the Termination Date, to purchase, and each member of Company Option Period (the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date“Call Holder Option Period”). (c) In For purposes hereof, “Pro Rata Portion” means (i) if only one Call Holder exercises its Call Right, an amount equal to either the event that Pro Rata Portion as determined in accordance with clause (ii) of this definition or 100%, at the Investor engages in election of the applicable Call Holder and (ii) with respect to each Call Holder, a Competitive Activity fraction, the numerator of which is the number of shares of Common Stock beneficially owned (as defined in Annex Ithe Stockholder Agreement) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member Call Holder and its affiliates and the denominator of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying which is the number of Shares to be purchased shares of Common Stock beneficially owned by both Call Holders and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the Sharestheir affiliates.

Call Option. (a) (i) If 19.1 Subject to clause 21 and the Investor’s employment with or service toterms and conditions of the Structuring Considerations Agreement, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation the Call Option may be exercised by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the right, GSK Shareholder at any time during the 12 months following, as applicable, each of (I) the Termination Date or (II) period beginning on the date falling 15 years after the Completion Date, and the provisions of such Restrictive Covenant Violation clause 19.2 shall apply to the exercise of the Call Option. 19.2 The following provisions shall apply in respect of the Call Option: (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(bA) and Section 2.1(c), the “Call Option” is the right of the GSK Shareholder to require that the Pfizer Shareholder sells to the GSK Shareholder the entire legal and beneficial interest in all (but not some only) of the Pfizer Shareholder’s B Shares at the Buy-Out Price by serving a written notice to that effect on the Pfizer Shareholder (a “Call Option Notice”); (B) service of a Call Option Notice shall form a binding agreement between the GSK Shareholder and the Pfizer Shareholder under which the Pfizer Shareholder shall be obliged to sell, and the GSK Shareholder shall be obliged to purchase, the entire legal and beneficial interest in all (but not some only) of the Pfizer Shareholder’s B Shares at the Buy-Out Price on and subject to the terms of this clause 19 and clause 20; (C) completion of such sale and purchase shall be conditional only upon the obtaining of: (i) anti-trust approvals or consents; (ii) other legal and/or regulatory approvals or consents; and (iii) shareholder consents (including, without limitation, any approval required from shareholders under the Listing Rules), in each case as are mandatorily required by Law in connection with any such sale and purchase (such conditions being the “Call Option Conditions”). The conditions within sub-clauses (i) and (ii) may be waived, in whole or in part, with the mutual consent of the GSK Shareholder and the Pfizer Shareholder. In the event that it is impracticable to obtain any required approval or consent, the Shareholders agree to conduct good faith discussions and act reasonably to establish an alternative basis for closing the sale and purchase of the Pfizer Shareholder’s B Shares, including any carve-out or close-around arrangement (including an arrangement that enables the Pfizer Shareholder’s B Shares to be sold at the price required by this agreement, but for any businesses in problematic jurisdictions to continue to be held within a joint venture pending its subsequent transfer to the GSK Shareholder or a member of its Group for nil consideration), in each case to the extent permitted by applicable Law; (D) the Shareholders shall (and shall procure that each member of their respective Group and members of the InvestorCompany’s Family Group shall) cooperate with one another (acting reasonably) with a view to satisfying the Call Option Conditions as soon as reasonably practicable, and the GSK Shareholder shall, and shall cause the members of its Group to, use all reasonable endeavours to obtain all required consents and approvals as soon as reasonably practicable; (E) if any Shareholder or any member of its Group is required by Law to obtain the approval of its shareholders (and/or the shareholders of any member of its Group) as provided in clause 19.2(C)(iii), the relevant shareholder meeting shall be required to sell to Parent, all or held as soon as reasonably practicable and in any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser of (1) Fair Market Value (measured as of event within 65 Business Days following the date of the election Call Option Notice, and such Shareholder shall use all reasonable endeavours to purchase obtain such Shares is deliveredapproval, including procuring that, save to the extent that the board of GSK (or the relevant member of its Group) determines in good faith (after consultation with its legal counsel) that the same would be inconsistent with its fiduciary duties, the “Repurchase Notice Date”board of GSK or Pfizer (as applicable) (or the relevant member of its Group) makes its Board Recommendation and includes such Board Recommendation in the circular that is prepared and published in connection with such meeting and does not withdraw, withhold, change, amend, qualify or modify in a manner adverse to the other Shareholder, or publicly propose to withdraw, withhold, change, amend, qualify or modify in a manner adverse to the other Shareholder, the Board Recommendation, or make any public announcement or statement inconsistent with the Board Recommendation; (2F) Costeach Shareholder and the Company shall, upon reasonable request by the other Shareholder, procure that: (i) all necessary information and assistance reasonably required by GSK and/or the GSK Shareholder or Pfizer and/or the Pfizer Shareholder to make and obtain all such anti-trust filings and clearances which are necessary for the completion of the GSK Shareholder’s acquisition of all of the Pfizer Shareholder’s B Shares shall be provided as soon as reasonably practicable to the requesting Shareholder or, as the case may be, the relevant regulatory authority by members of their respective Groups; providedand (ii) all information related to members of GSK’s Group, Pfizer’s Group or the Company’s Group that is required by Law to be included in a shareholder circular and any associated documentation (along with all confirmations of such information as are required by applicable Law) shall be provided as soon as reasonably practicable to the requesting Shareholder or, as the case may be, the relevant regulatory authority by members of their respective Groups; (G) completion of the sale and purchase price shall not be less than zero.take place (unless another date is mutually agreed by the Shareholders in writing): (i) if there are any Call Option Conditions applying in respect of the sale and purchase, [***]: (a) [***]; and (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase[***]; or (ii) [***], and each member any such completion shall take place in accordance with clause 20; and (H) [***]. 19.3 Immediately prior to the completion of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a sale and purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2clause 19, the closing GSK Shareholder shall procure that the Company applies any Readily Available Cash in accordance with Part C of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the SharesSchedule 2.

Call Option. (a) (i) If In the Investorevent Stockholder’s employment with or service tounder the Employment Agreement among the Company, Affinion Group, Inc. and Stockholder, dated as of the date hereof and effective as of the Effective Date (the “Employment Agreement”), is terminated for any reason whatsoever prior to an initial public offering of the Common Stock pursuant to an effective Registration Statement filed under the Securities Act of 1933, as applicableamended (an “IPO”), Parent then first the Company, and its Subsidiaries is terminated then Apollo and General Atlantic (xpursuant to the terms of Section 1(c) by Parent or its Subsidiaries for Causebelow), (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the rightright and option, at any time during but not the 12 months following, as applicable, each of obligation (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, purchase either (i) all or any portion of the Shares then-(but not the Warrants) or (ii) all of the Securities (including the Warrants), in each case then held by such member Stockholder, Trust or any Person to whom Securities formerly held by Stockholder or Trust were transferred in accordance with the terms of the Investor’s Family Group at Stockholder Agreement, (such Person, a “Permitted Transferee”), or to whom such Shares or Securities, as the case may be, have been transferred by Stockholder, Trust and any of their Permitted Transferees, in each case, excluding (a) Securities transferred in accordance with the terms of Section 4(c) of the Stockholder Agreement, and, (b) if the Stockholder, the Trust or the Permitted Transferee, as applicable, has exercised its Tag-Along Right (as such term is defined in the Stockholder Agreement), Section 4(d) of the Stockholder Agreement (the Securities that are subject to the Call Option are referred to as the “Subject Shares”), whether such Subject Shares have been acquired upon the exercise of the Warrants, options or otherwise. The aggregate purchase price per Share (the “Call Price”) for the Subject Securities that are the subject of the Call Option shall be equal to (x) if the lesser Call Option includes the Shares and the Warrants, the sum of the (I) the product of (A) the “Fair Market Value Per Share” (as defined below) multiplied by (B) the number of Shares being acquired plus (II) the “Warrant Valuation” (as defined below) or (y) if the Call Option includes only the Shares, the product of (1) the Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and Per Share multiplied by (2) Cost; provided, that such purchase price shall not be less than zerothe number of Shares being acquired. (b) If In the Investorevent of the termination of Stockholder’s employment with or service to, as applicable, Parent and its Subsidiaries terminates the Company for any reason other than as provided for in Section 2.1(awhatsoever, the Company shall promptly notify General Atlantic, Apollo and Stockholder of the effective date of such termination (the “Termination Date”). For a period of 30 days following the Termination Date (the “Company Option Period”), Parent the Company or its designee shall have the rightright to exercise the Call Option described in Section 1(a) with respect to the Subject Shares by delivering written notice to Stockholder, the Trust and any Permitted Transferees (a “Call Notice”) (with a copy to Apollo and General Atlantic). If the Company does not elect to exercise the Call Option, then each Call Holder shall have the right to exercise the Call Option described in Section 1(a) with respect to its Pro Rata Portion of the Subject Shares by delivering a Call Notice to Stockholder, the Company and the other Call Holder at any time during the 12 months 15-day period following the Termination Date, to purchase, and each member of Company Option Period (the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date“Call Holder Option Period”). (c) In For purposes hereof, “Pro Rata Portion” means (i) if only one Call Holder exercises its Call Right, an amount equal to either the event that Pro Rata Portion as determined in accordance with clause (ii) of this definition or 100%, at the Investor engages in election of the applicable Call Holder and (ii) with respect to each Call Holder, a Competitive Activity fraction, the numerator of which is the number of shares of Common Stock beneficially owned (as defined in Annex Ithe Stockholder Agreement) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member Call Holder and its affiliates and the denominator of which is the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as number of the Repurchase Notice Date). Parent may elect to exercise its shares of Common Stock beneficially owned by both Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicableHolders and their affiliates. (d) If Parent desires Subject to exercise Section 1(e) below, the closing of any purchase of Subject Shares under this Agreement (the “Closing”) shall be held at the principal executive office of the Company on the 30th day following the earlier of (i) the delivery of the Call Option Notice to Stockholder by the Company and (ii) the delivery of a Call Notice to Stockholder by a Call Holder (such earlier date being the “Closing Date”); provided, that, notwithstanding the foregoing, the Closing Date shall not occur until ten business days after the determination of each of the Fair Market Value Per Share and the Warrant Valuation, as the case may be, in accordance with this Agreement. At such Closing, Stockholder shall, and shall cause the Trust and its Permitted Transferees that own Subject Shares to, tender to the Company, Apollo and/or General Atlantic, as applicable, the certificate or certificates representing the Subject Shares which the Company, Apollo and/or General Atlantic, as applicable, has elected to purchase, duly endorsed in blank by Stockholder, the Trust or the Permitted Transferee(s), as applicable, or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such Subject Shares to the Company, Apollo and/or General Atlantic, as applicable. In addition, the Company, Apollo and/or General Atlantic, as applicable, will be entitled to receive at such closing (x) representations and warranties in a satisfactory purchase agreement from Stockholder, the Trust or the Permitted Transferee(s), as applicable, that such Stockholder, Trust and/or such Permitted Transferee has good and marketable title to the Subject Shares to be transferred free and clear of all liens, claims and other encumbrances and (y) a release executed by each of (I) the Stockholder on his own behalf and on behalf of his spouse, beneficiaries, heirs and affiliates and (II) the Trust and Permitted Transferees (collectively, the “Releasors”) in favor of the Company, Apollo and General Atlantic and each of their respective officers, directors and affiliates (the “Releasees”), in form and substance reasonably acceptable to the Company, releasing any and all claims that the Releasors may have against the Releasees arising out of the Stockholder Agreement, this Agreement or the ownership by any of the Releasors of any Company securities at any time through and including the date of the Closing; provided, that if the Warrants are not being purchased pursuant to this Section 2.1Agreement, Parent the foregoing release shall send written notice not apply to each member any such claims that are applicable to the Warrants. Upon its receipt of the Investor’s Family Group of its intention to purchase such Subject Shares, specifying the number of Shares Company, Apollo and/or General Atlantic, as applicable, shall pay to be purchased and Stockholder, the purchase price thereof Trust or the Permitted Transferee(s), the applicable Call Price in the manner set forth in Section 1(f). (the “Call Notice”). Subject to e) Notwithstanding the provisions of Section 2.21(d), at the election of Stockholder (on behalf of himself, the closing of Trust and any Permitted Transferees) exercised by notice to the purchase shall take place at the principal office of Parent on a date specified by Parent Company, Apollo and/or General Atlantic, as applicable, not later than five business days after delivery of a Call Notice, the 30th Closing Date may be deferred until the tenth business day following the first anniversary of the date of delivery of the first Call Notice delivered pursuant to Section 1(b); provided that Stockholder, the Trust and the Permitted Transferee(s), concurrently with such notice or deferral, shall have deposited the Subject Shares into escrow pursuant to a mutually acceptable escrow agreement, the terms of which shall provide (i) that the Subject Shares shall be held in escrow until such deferred Closing Date and (ii) that the Company, Apollo and/or General Atlantic, as the case may be, shall have all of the rights and benefits of such Shares during the escrow period, subject only to the rights of Stockholder, the Trust and the Permitted Transferee(s), as applicable, to receive the Call Price for their Subject Shares and to receive any dividends or distributions paid on the Subject Shares during the escrow period. (f) The Call Price for the Subject Shares may be payable by the Company, at its option, (i) in cancellation of all or a portion of any outstanding indebtedness of Stockholder to the Company, (ii) in cash (by check), or (iii) any combination of (i) or (ii). The Call Price for the Subject Shares may be payable by a Call Holder only in cash (by check). (g) If the Company, Apollo and/or General Atlantic delivers a Call Notice as to any Subject Shares, then from and after the giving time of delivery of the Call Notice. Notwithstanding , Stockholder, the foregoingTrust (and any Permitted Transferees) shall no longer have any rights as a holder of the Subject Shares which such entity is entitled to purchase, other than to receive payment therefor as provided in this Agreement. (h) For purposes of this Agreement, “Fair Market Value Per Share” shall mean the fair market value per share of the Common Stock as of the Termination Date or, if Parent elects not the Stockholder has elected to exercise defer the Closing Date in accordance with Section 1(e), as of the first anniversary of the date of the delivery of the first Call Option Notice delivered pursuant to this Section 2.1 1(b), as determined in the good faith discretion of the Board of Directors of the Company (or elects the “Board”), which determination shall be promptly communicated to exercise Stockholder by written notice. If Stockholder does not object to the Call Option with respect Fair Market Value Per Share within five business days following the delivery of notice of such determination by the Board, such determination by the Board shall be final and binding on all parties. If Stockholder objects within such five business day period by written notice (a “Dispute Notice”) to less than all Sharesthe Company, Apollo and/or General Atlantic, as applicable, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth Fair Market Value Per Share shall be determined in this accordance with Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the Shares1(i) below.

Call Option. (a) (i) If the InvestorExecutive’s employment with or service to, as applicable, Parent the Employer and its Subsidiaries Affiliates is terminated (x) by Parent the Employer or its Subsidiaries Affiliates for Cause, Cause (y) upon a voluntary resignation by or if Executive voluntarily resigns Executive’s employment with the Investor Employer and its Affiliates when grounds for Cause exist exist) or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent the Aggregator shall have the right, at any time during the for 12 months following, as applicable, each of (Ii) the Termination Date or (IIii) the date of such Restrictive Covenant Violation violation or conduct (or, if later, the date on which the Board General Partner has actual knowledge thereof), to purchase (together with the rights in Section 2.1(bSections 4.2(b) and Section 2.1(c4.2(c), the “Call Option”), and each member of the InvestorExecutive’s Family Group shall be required to sell to Parentthe Aggregator, all or any portion of the Shares then-Vested Incentive Units then held by such member of the InvestorExecutive’s Family Group at a purchase price per Share Vested Incentive Unit equal to the lesser of (1x) Fair Market Value (measured as of the date of the election to purchase such Shares units is delivered, delivered (the “Repurchase Notice Date”)) and (2y) Cost; provided, that such purchase price shall not be less than zero. (b) If the InvestorExecutive’s employment with or service to, as applicable, Parent the Employer and its Subsidiaries Affiliates terminates for any reason other than as provided for in Section 2.1(a4.2(a), Parent the Aggregator shall have the right, at any time during the for 12 months following the Termination Date, to purchase, and each member of the InvestorExecutive’s Family Group shall be required to sell to Parentthe Aggregator, all or any portion of the Shares then-Vested Incentive Units then held by such member of the InvestorExecutive’s Family Group at a purchase price per Share Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor Executive engages in a Competitive Activity Business (as defined in Annex IAppendix A) without the prior written consent of Parent at any time after the InvestorExecutive’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent the Aggregator shall have the right, at any time during the for 12 months following the date of such engagement in a Competitive Activity Business (or, if later, the date on which the Board General Partner has knowledge thereof) ), to purchase, and each member of the InvestorExecutive’s Family Group shall be required to sell to Parentthe Aggregator, all or any portion of the Shares then‑held Vested Incentive Units then held by such member of the InvestorExecutive’s Family Group at a purchase price per Share Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent The Aggregator may elect to exercise its Call Option in Section 2.1(a4.2(a) in lieu of this Section 2.1(c4.2(c), to the extent applicable. (d) If Parent the Aggregator desires to exercise the Call Option pursuant to this Section 2.14.2, Parent the Aggregator shall send written notice to each member of the InvestorExecutive’s Family Group of its intention to purchase SharesIncentive Units, specifying the number of Shares Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.25, the closing of the purchase shall take place at the principal office of Parent the Aggregator on a date specified by Parent the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent the Aggregator elects not to exercise the Call Option pursuant to this Section 2.1 4.2 (or elects to exercise the Call Option with respect to less than all SharesIncentive Units), the Sponsor Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Shares Incentive Units on the same terms and conditions set forth in this Section 2.1 4.2 by providing written notice to each member of the InvestorExecutive’s Family Group of its intention to purchase Incentive Units, and the Sharesprovisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (e) (i) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds and (ii) the provisions of Sections 4.2(b) and 4.2(c) shall cease to be effective upon the occurrence of an initial Public Offering.

Call Option. (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the rightSubject to Section 3.1 hereof, at any time during on and from the 12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser earlier of (1) Fair Market Value (measured as of the date of falling 10 months from the election date hereof (or any later date as may be agreed in writing between the Parties from time to purchase such Shares is deliveredtime, the “Repurchase Notice Date”including by electronic mail in accordance with clause 6.4 below or otherwise) and (2) Costthe occurrence of a ▇▇▇▇▇▇ Insolvency Event, until the date falling 36 months from the date hereof (the “Option Period”), the Purchaser shall have the right (such right, the “Option”), but not the obligation, to exercise an option to require the Holder to sell to the Purchaser the Call Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Call Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Call Exercise Percentage of each of the following: (i) ownership of all Securities provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (ii) ownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof; providedand (iv) any other rights, that such purchase price shall not be less than zerointerests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto, in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Securities, Warrants, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for The Call Exercise Percentage set out in Section 2.1(a), Parent each Exercise Notice shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise not exceed the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the SharesExercise Percentage Cap.

Call Option. 2.1 At any time during the period beginning April 1, 2007 through July 1, 2007 (a) (i) If the Investor’s employment with or service to“Initial Call Period”), as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent DCT shall have the rightirrevocable right and option, by giving the Interest Holders’ Representative a Call Notice (as described below), to purchase all (but not less than all) of the limited partnership interests in the Partnership of all (but not less than all) of the Interest Holders for an amount equal to the Interest Holders’ aggregate Initial Call Prices (as defined below). Beginning on January 1, 2009, at any time during the 12 months followingmonth of January in 2009 and in each calendar year thereafter (the “Subsequent Call Periods”), DCT shall have the irrevocable right and option, by giving the Interest Holders’ Representative a Call Notice, to purchase all (but not less than all) of the limited partnership interests in the Partnership of all (but not less than all) of the Interest Holders for an amount equal to the Interest Holders’ aggregate Subsequent Call Prices (as defined below). As used herein, “Call Price” shall refer to either the Initial Call Price or a Subsequent Call Price, as applicable. 2.2 On the date of sale designated in the Call Notice, each Interest Holder shall (a) sell, assign, convey, transfer and deliver to DCT all of its limited partnership interest in the Partnership, free and clear of all pledges, security interests, adverse claims, liens, restrictions and encumbrances (other than those set forth in the Partnership Agreement, as then in effect), against payment therefor of such Interest Holder’s Initial Call Price or Subsequent Call Price, as applicable, each (b) withdraw as a partner of the Partnership and (Ic) execute and deliver all instruments, agreements and other documents reasonably necessary to effect the foregoing, including, without limitation, (x) a certificate by such Interest Holder as of such date that the representations and warranties in Section 7 with respect to such Interest Holder and such limited partnership interest are true and correct as of such date, (y) if such Interest Holder is not an individual, a certificate by the secretary or other appropriate person of such Interest Holder as of such date as to (i) the Termination Date incumbency of its officers or other signatories, (IIii) authorizations relating to this Agreement, and (iii) the organizational documents of such Interest Holder and (z) if such Interest Holder is registered entity, a certificate of good standing as of a recent date from the secretary of state of its state of organization. DCT shall make payment in cash by wire transfer of same day funds of the Initial Call Price or Subsequent Call Price, as applicable, to the Interest Holders’ Representative (as defined below) for distribution to the applicable Interest Holder. Upon payment of the Interest Holder’s Initial Call Price or Subsequent Call Price, as applicable, to the Interest Holders’ Representative, such Interest Holder shall cease to be, and shall have no further rights or obligations as, a limited partner of the Partnership, except the right to receive the Initial Call Price or Subsequent Call Price, as applicable, obligations of Cabot GP to pay the remaining balance owed under the “CSFB Agreement” pursuant to Section 6.5 of the Partnership Agreement, and confidentiality obligations pursuant to Section 12.12 of the Partnership Agreement. If DCT GP requests, DCT shall set off against the Initial Call Price or Subsequent Call Price, as applicable, any amounts owed by such Interest Holder pursuant to Section 6.5 of the Partnership Agreement subject, however, to the right of the Interest Holders’ Representative to reasonably approve the amount of such set off. 2.3 The Call Notice shall designate the date of sale, which date shall be not less than ten (10) Business Days and not more than fifteen (15) Business Days after the Interest Holders’ Representative’s receipt of such Restrictive Covenant Violation Call Notice. The Call Notice shall be delivered to the Interest Holders’ Representative at the notice address provided in Section 10. 2.4 The Initial Call Price for the limited partnership interest of each Interest Holder shall be equal to the product of (orA) the Initial Put Price (prior to any adjustment pursuant to Sections 3 or 4) multiplied by (B) one (1) plus the percentage increase, if laterany, in the date Consumer Price Index – All Urban Consumers, All Items, published by US Department of Labor, Bureau of Labor Statistics, for the most recent twelve month period that is available on which the Board has actual knowledge thereof)April 1, to purchase 2007 (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call OptionAdjuster”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price the Call Adjuster shall not in no event be less than zero. (b) If the Investor’s employment with 1.025 or service to, greater than 1.035. The Initial Call Price as applicable, Parent and its Subsidiaries terminates for any reason other than so determined shall be subject to adjustment as provided in Sections 3 and 4. The Subsequent Call Price for in Section 2.1(a), Parent each Interest Holder shall have equal the right, at any time during the 12 months following the Termination Date, to purchase, and each member fair market value of the Investor’s Family Group shall be required to sell to Parent, all or any portion of limited partnership interest in the Shares then-Partnership held by such member Interest Holder as determined pursuant to Section 6. Notwithstanding anything to the contrary contained in this Agreement, there shall be no adjustment to any Subsequent Call Price pursuant to Sections 3 or 4 of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date)this Agreement. (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. 2.5 Notwithstanding the foregoing, if Parent elects DCT shall not be under any obligation to exercise the Call Option purchase an Interest Holder’s limited partnership interest pursuant to a Call Notice if any of the representations or warranties in Section 7 of this Section 2.1 (or elects to exercise the Call Option Agreement with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates such Interest Holder or another designee to purchase such Shares on the same terms and conditions set forth limited partnership interest is in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the Sharesdefault in any material respect.

Call Option. Subject to the provisions hereof, the Buyer shall have the right but not the obligation to acquire and the Seller shall have the obligation to transfer all of its right, title and interest in the Property; provided, that, at the time of the consummation of the closing relating to any Facility and the applicable portion of the Property relating thereto (each, a "Closing"), (a) (i) If subject to Section 10.2 hereof, the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent Seller shall have fulfilled all of its obligations hereunder relating to such Facility and the right, at any time during the 12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any applicable portion of the Shares then-held by such member Property relating thereto and (b) subject to the provisions of Section 10.2 hereof, all of the Investor’s Family Group at a purchase price per Share equal conditions precedent to the lesser Buyer's obligation to consummate the applicable Closing set forth in Sections 10 and 11 of this Agreement shall be satisfied (1) Fair Market Value the matters referred to in the foregoing clauses (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”a) and (2b) Cost; providedare referred to herein as the "Closing Conditions"). The Buyer's right to acquire the Seller's interest in any Facility (the "Call Right") shall be exercisable, that such purchase price shall upon not be less than zero. thirty (b30) If days' prior written notice (the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time "Call Notice") during the 12 months following Facility's Exercise Period. Within fifteen (15) days after the Termination Date, to purchase, and each member Seller's receipt of the Investor’s Family Group Call Notice, the Seller shall be required deliver to sell to Parent, all or any portion the Buyer the Seller's calculation of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased Facility Purchase Price and the purchase price thereof (financial information used to calculate the “Call Notice”)Facility Purchase Price. Subject to the provisions of Section 2.212 hereof, the closing of Closing relating to any Facility with respect to which the purchase Buyer has exercised its Call Right shall take place at occur on the principal office of Parent on a specific date specified designated by Parent not later than the 30th day after the giving of Buyer in the Call Notice. Notwithstanding , which date shall be within the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 Facility's Exercise Period or no later than thirty (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the Shares30) days thereafter.

Call Option. (a) If (i) If the InvestorParticipant’s employment with or service toto the Employer is terminated by Employer for Cause, (ii) the Participant voluntarily resigns the Participant’s employment with or services, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by to the Investor Employer when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closingexist, or (iiiii) in the event of a Restrictive Covenant ViolationViolation occurs, Parent the Partnership shall have the right, at any time during the for 12 months following, as applicable, each of (Ix) the Termination Date or (IIy) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board General Partner has actual knowledge thereof), to purchase (together with the rights in Section Sections 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the InvestorParticipant’s Family Group shall be required to sell to Parentthe Partnership, all or any portion of the Shares then-Subscribed Units then held by such member of the InvestorParticipant’s Family Group at a purchase price per Share Subscribed Unit equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares units is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the InvestorParticipant’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent the Partnership shall have the right, at any time during the for 12 months following the Termination Date, to purchase, and each member of the InvestorParticipant’s Family Group shall be required to sell to Parentthe Partnership, all or any portion of the Shares then-Subscribed Units then held by such member of the InvestorParticipant’s Family Group at a purchase price per Share Subscribed Unit equal to Fair Market Value (measured as of the Repurchase Notice Date); provided, that such purchase price shall not be less than zero. (c) In the event that the Investor Participant engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent Competing Business at any time after the InvestorParticipant’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent the Partnership shall have the right, at any time during the for 12 months following the date of such engagement in a Competitive Activity Competing Business (or, if later, the date on which the Board General Partner has knowledge thereof) ), and each member of the InvestorParticipant’s Family Group shall be required to sell to Parentthe Partnership, all or any portion of the Shares then‑held Subscribed Units then held by such member of the InvestorParticipant’s Family Group at a purchase price per Share Subscribed Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent The Partnership may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent the Partnership desires to exercise the Call Option pursuant to this Section 2.1, Parent the Partnership shall send written notice to each member of the InvestorParticipant’s Family Group of its intention to purchase Sharesthe Subscribed Units, specifying the number of Shares Subscribed Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.23, the closing of the purchase shall take place at the principal office of Parent the Partnership on a date specified by Parent the Partnership not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent the Partnership elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Sharesthe Subscribed Units), the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares Subscribed Units on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the InvestorParticipant’s Family Group of its intention to purchase the SharesSubscribed Units.

Call Option. (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event The holder of a Restrictive Covenant Violation, Parent shares shall have the right, at any time during the 12 months following, as applicable, each of right (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member ) to buy all or some of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held (the “Call Shares”) in the following manner: (i) The Call Option shall be exercised by such member the holder of the Investor’s Family Group at shares through a purchase price per Share equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not ) specifying their wish to exercise the Call Option at the fair market price of the Call Shares (for purposes of this Section, the “Call Price”). Upon receipt of the notice, the Recipient may exercise the option to buy the Call Shares. (ii) The Recipient shall within 60 days of receipt of the Call Notice shall intimate to the holder of the Shares offered for the Cali Option, about their acceptance or denial of the Call Option. (iii) The completion of the sale and purchase pursuant to this Section 2.1 the Call Notice shall take place not later than sixty (60) days after the date on which reply to Call Notice as per clause (ii) is received by the holder of Shares. In the event the other Party fails to reply to the Put or elects Call Notice as specified in Clause (i) and (iii), then the other Party shall waive its right to exercise right to first refusal as per clause 7. In case of simultaneous Put or Call options the Call price of the Higher Option with respect shall prevail. In case, if the other Parties do not exercise their right under the abovementioned Options then the Shareholders making the put option will name prospective persons who are willing to less than all Shares, buy the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on shares the same terms shall be approved by the remaining shareholders, unless compelling and conditions set forth legitimate reasons are given in this Section 2.1 by providing written notice writing within 15 (fifteen) days of receipt of such names, If the remaining shareholders fait to each member of respond within 15 (fifteen) days (unless a mutually agreed extension is granted) deemed that the Investor’s Family Group of its intention to purchase remaining shareholders have approved the Sharesprospective person.

Call Option. (a) (i) If the Investor’s employment with or service to, as applicable, Parent Class A Shares and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the right, at any time during the 12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Class B Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If transferred unless the Investor’s employment with or service to, as applicable, Parent provisions of this Agreement and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion By-laws of the Shares then-held Company are duly complied with by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent AB. Nevertheless, at any time after the Investor’s Termination Date second anniversary from the start-up of activities of the Company, Group CD shall have a call option right to purchase up to 19 % (regardless nineteen percent) of whether the outstanding capital stock and voting rights of the Company and all the members of Group AB shall be obliged to sell the necessary number of Shares to such conduct constitutes a Restrictive Covenant Violationextent, in proportion to their respective shareholdings in the Company, at the price of US $ 1.000.000 (one million US Dollars), then Parent adjusted pursuant to the variation of the net worth arising from the last financial statements of the Company duly approved by the Shareholders' meeting, per each 1 % (one percent) of the outstanding stock capital of the Company in the following cases: (a) any change in the ACL or any other Argentine applicable regulation presently in force regarding the rights conferred to minority shareholders unless the minority shareholders shall have irrevocably waive those rights; (b) any change of control in MHSA other than the righttransfer of shares exclusively made by Group AB in favor of PM, at or his heirs, or VM's heirs, or JM's heirs, or DALLPOINT, or any time during the 12 months following the date other company controlled by PM or DALLPOINT, or to any company affiliated with, controlled by or subject to common control with CGD; (c) any decision of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each any member of Group AB to sell, assign, encumber, transfer, pledge and/or dispose of any of its shares, voting rights or subscription rights of the Investor’s Family Company. In the event that any of the members of Group AB shall decide to sell, assign, transfer, encumber, pledge and/or dispose of any of its shares, voting rights or subscription rights, Group CD shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect automatically entitled to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c)call option on those particular shares, to the extent applicable.voting rights or subscription rights without any restriction whatsoever; (d) If Parent desires any default under the Loan Agreements executed by and between Group AB and CGD and Alfabanque on March 17, 2000 (the "Loan Agreements"). Any amount due to exercise Alfabanque or to CGD under the Call Option pursuant Loan Agreements may be compensated with and/or set-off from the price to this Section 2.1, Parent shall send written notice be paid by Group CD to each member Group AB or any of the Investor’s Family members of Group AB as the price for Group AB's shares. The transfer of its intention to purchase Shares, specifying the number Shares shall take place within a 30 (thirty) day period as from receipt of Group CD's call option notice by the members of Group AB. Payment of the price of the Shares to purchased by Group CD thereby shall be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, made at the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the Sharescall option.

Call Option. (A) This clause 17.3 shall apply if the Non-Defaulting Shareholder has issued a Call Option Notice in accordance with clause 17.2(E)(i) above. Any rights granted under this clause 17.3 to the Non-Defaulting Shareholder are additional to any rights the Non-Defaulting Shareholder has under clause 17.4. (B) Following the issuance of the Call Option Notice, the parties shall use all reasonable endeavours to determine or procure the determination of the Prescribed Value of the Specified Shares as soon as reasonably practicable after the giving of a Call Option Notice. (C) The Non-Defaulting Shareholder may revoke the Call Option Notice within 10 Business Days after the Prescribed Value of the Specified Shares has been determined. If the Call Option Notice is revoked, no further Call Option Notice may be served in respect of the same fact, matter or circumstances giving rise to the Event of Default. (D) If the Call Option Notice is not revoked, the transfer of the Specified Shares shall be: (i) solely conditional upon (a) the obtaining of any anti-trust approvals or consents, (ib) If the Investor’s employment with or service toobtaining of any other regulatory approvals and consents, and (c) the obtaining of any shareholder and/or third party consents, in any case, as applicable, Parent and its Subsidiaries is terminated (x) are mandatorily required by Parent law or its Subsidiaries for Cause, (y) upon a voluntary resignation regulation in connection with the proposed acquisition of the Specified Shares by the Investor when grounds for Cause exist or (z) upon a voluntary resignation Non-Defaulting Shareholder and their sale by the Investor Defaulting Shareholder; and (other than for Good Reasonii) completed in accordance with clause 18 (Completion of Transfers), after the determination of the Prescribed Value of the Specified Shares on the date being the later of: (a) 10 Business Days after the date on which all of the conditions described in clause 17.3(D)(i) have been satisfied by the Non-Defaulting Shareholder); and (b) 10 Business Days after the date of determination of the Prescribed Value of the relevant Shares, and, in any event, must have completed in accordance with clause 18 (Completion of Transfers) within 12 months following from the Closing, or date of the Call Option Notice. (iiE) in the event of a Restrictive Covenant Violation, Parent shall have the rightIf, at any time during the 12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), prior to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member completion of the Investor’s Family Group shall be required to sell to Parent, all or any portion transfer of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Specified Shares, the Sponsor may elect relevant Event of Default is remedied to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member reasonable satisfaction of the Investor’s Family Group Non-Defaulting Shareholder (acting reasonably) then completion shall not occur and the rights of its intention the Non-Defaulting Shareholder to purchase call the SharesSpecified Shares shall be terminated in respect of such Event of Default.

Call Option. (a) At any time following (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated third (x3rd) by Parent or its Subsidiaries for Causeanniversary of the Effective Date, (yii) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing▇▇▇▇▇▇ Estate Trigger Date, or (iiiii) in the event of a Restrictive Covenant ViolationCall Trigger Date, Parent ▇▇▇▇▇ shall have the rightoption, at any time during but not the 12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof)obligation, to purchase deliver written notice (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call OptionNotice”) to ▇▇▇▇▇▇ of ▇▇▇▇▇’▇ exercise of its right to purchase the ▇▇▇▇▇▇’▇ entire Interest in the Company (the “Called Interest”), and each member . (b) The purchase price of the Investor’s Family Group Called Interest (the “Call Price”) shall be required to sell to Parent, all or any portion determined by multiplying (i) the Percentage Share of the Shares then-held by such member of Called Interest, times (ii) the Investor’s Family Group at a purchase price per Share equal to the lesser of (1) Fair Market Value (measured of the Company as a whole determined as of the date of the election Call Notice as if (A) the assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Company in connection with the purchase such Shares is delivered, of the “Repurchase Notice Date”) Called Interest); and (2C) Costthe net proceeds were distributed to the Members in complete liquidation of the Company; provided, that such purchase price that, the amount of any Member Loan owed by the holder of the Called Interest to ▇▇▇▇▇ shall not be less than zero. (b) If deducted from the Investor’s employment with or service toCall Price, as applicableshall any undisputed Losses for which ▇▇▇▇▇ has not been indemnified, Parent and its Subsidiaries terminates provided that the amount of any claimed Losses for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group which ▇▇▇▇▇ has not been indemnified which is disputed shall be required to sell to Parent, all escrowed pending entry of a final arbitral award or any portion the final judgment of the Shares then-held by such member a court of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) competent jurisdiction. In the event that ▇▇▇▇▇ and ▇▇▇▇▇▇ are unable to agree upon the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value within thirty (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a30) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day days after the giving date of the Call Notice, then the Fair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”): (i) Promptly following the expiration of the foregoing thirty (30) day period, ▇▇▇▇▇ and ▇▇▇▇▇▇ (for purposes of this Section 8.7, the “Call Members”) shall use commercially reasonable efforts to agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof. (ii) Within ten (10) days of the appointment of the Arbitrator, the Call Members shall each separately submit to the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. Notwithstanding After the submission of any Proposed FMV, no Call Member may make any additions, deletions, or changes in such Proposed FMV. If either Call Member fails to submit its Proposed FMV to the arbitrator within such time period, time being of the essence with respect thereto, such Call Member shall be deemed to have irrevocably waived its right to submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of the submitting Party as the proper amount of the Fair Market Value of the Company, and such Proposed FMV shall be deemed the Arbitrated Fair Market Value. (iii) If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, if Parent elects in rendering his or her decision, the Arbitrator shall not to exercise add to, subtract from or otherwise modify the provisions of this Agreement or Proposed FMVs submitted by the Call Option pursuant to this Section 2.1 (or elects to exercise Members. The Arbitator’s determination of Arbitrated Fair Market Value shall be binding upon ACTIVE 203377426v.6 the Call Option with respect to less than all SharesMembers, and such Arbitrated Fair Market Value shall be used for the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member calculation of the Investor’s Family Group of its intention to purchase the SharesCall Price.

Call Option. (a) (i) If the InvestorExecutive’s employment with or service to, as applicable, Parent the Employer and its Subsidiaries Affiliates is terminated (x) by Parent the Employer or its Subsidiaries Affiliates for Cause, Cause (y) upon a voluntary resignation by or if Executive voluntarily resigns Executive’s employment with the Investor Employer and its Affiliates when grounds for Cause exist exist) or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent the Aggregator shall have the right, at any time during the for 12 months following, as applicable, each of (Ii) the Termination Date or (IIii) the date of such Restrictive Covenant Violation violation or conduct (or, if later, the date on which the Board General Partner has actual knowledge thereof), to purchase (together with the rights in Section 2.1(bSections 4.2(b) and Section 2.1(c4.2(c), the “Call Option”), and each member of the InvestorExecutive’s Family Group shall be required to sell to Parentthe Aggregator, all or any portion of the Shares then-Vested Incentive Units then held by such member of the InvestorExecutive’s Family Group at a purchase price per Share Vested Incentive Unit equal to the lesser of (1x) Fair Market Value (measured as of the date of the election to purchase such Shares units is delivered, delivered (the “Repurchase Notice Date”)) and (2y) Cost; provided, that such purchase price shall not be less than zero. (b) If the InvestorExecutive’s employment with or service to, as applicable, Parent the Employer and its Subsidiaries Affiliates terminates for any reason other than as provided for in Section 2.1(a4.2(a), Parent the Aggregator shall have the right, at any time during the for 12 months following the Termination Date, to purchase, and each member of the InvestorExecutive’s Family Group shall be required to sell to Parentthe Aggregator, all or any portion of the Shares then-Vested Incentive Units then held by such member of the InvestorExecutive’s Family Group at a purchase price per Share Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor Executive engages in a Competitive Activity Business (as defined in Annex IAppendix A) without the prior written consent of Parent at any time after the InvestorExecutive’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent the Aggregator shall have the right, at any time during the for 12 months following the date of such engagement in a Competitive Activity Business (or, if later, the date on which the Board General Partner has knowledge thereof) ), to purchase, and each member of the InvestorExecutive’s Family Group shall be required to sell to Parentthe Aggregator, all or any portion of the Shares then‑held Vested Incentive Units then held by such member of the InvestorExecutive’s Family Group at a purchase price per Share Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent The Aggregator may elect to exercise its Call Option in Section 2.1(a4.2(a) in lieu of this Section 2.1(c4.2(c), to the extent applicable. (d) If Parent the Aggregator desires to exercise the Call Option pursuant to this Section 2.14.2, Parent the Aggregator shall send written notice to each member of the InvestorExecutive’s Family Group of its intention to purchase SharesIncentive Units, specifying the number of Shares Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.25, the closing of the purchase shall take place at the principal office of Parent the Aggregator on a date specified by Parent the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent the Aggregator elects not to exercise the Call Option pursuant to this Section 2.1 4.2 (or elects to exercise the Call Option with respect to less than all SharesIncentive Units), the Sponsor Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Shares Incentive Units on the same terms and conditions set forth in this Section 2.1 4.2 by providing written notice to each member of the InvestorExecutive’s Family Group of its intention to purchase Incentive Units, and the Sharesprovisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (i) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds and (ii) the provisions of Sections 4.2(b) and 4.2(c) shall cease to be effective upon the occurrence of an initial Public Offering.

Call Option. (a) (i) If Notwithstanding anything to the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) contrary in the event of a Restrictive Covenant Violation, Parent shall have the rightSection 7.5, at any time during the 12 months following, as applicable, each period commencing on the third (3rd) anniversary of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, hereof and ending on the date on which is ninety (90) days thereafter, ▇▇▇▇▇ will have the Board has actual knowledge thereof), continuing right to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by Minority Member’s Common Units (any such member of the Investor’s Family Group at Member, a “Selling Minority Member”) for an aggregate purchase price per Share equal to the lesser of (1) Fair Market Value (measured as Call Purchase Price by delivering written notice of the date exercise of the election such right to purchase such Shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof Selling Minority Member (the “Call Notice”). Subject The date on which such Selling Minority Member receives the Call Notice hereinafter is referred to as the “Call Delivery Date”. ▇▇▇▇▇ and such Selling Minority Member each acknowledge and agree that, for purposes of calculating the Call Purchase Price, the specified date with respect to the provisions of Section 2.2, Call Equity Value Per Common Unit shall be the closing last day of the purchase calendar month ending immediately prior to the Call Closing Date (as defined below). (b) The Selling Minority Member shall take place be obligated to sell all of such Selling Minority Member’s Common Units to ▇▇▇▇▇ requested to be purchased by ▇▇▇▇▇ in the Call Notice pursuant to Section 7.8(a) hereof (the “Call Securities”), at a closing (the principal office of Parent “Call Closing”) on a such date specified as mutually agreed to by Parent ▇▇▇▇▇ and such Selling Minority Member, which date shall not be later than the 30th day earlier of (i) sixty (60) days after the giving Call Delivery Date or (ii) ten (10) days after the final determination of the Call NoticePurchase Price pursuant to Section 7.8(c) (such date of closing, the “Call Closing Date”). Notwithstanding the foregoing, if Parent elects not to exercise At the Call Option Closing, (i) a Selling Minority Member shall (A) endorse and deliver to ▇▇▇▇▇ any certificates (but only if certificates representing Common Units have been issued) representing the Call Securities held by such Selling Minority Member to be purchased by ▇▇▇▇▇, (B) execute and deliver any other instruments requested by ▇▇▇▇▇ to evidence the purchase of the Call Securities by ▇▇▇▇▇, and (C) execute and deliver to ▇▇▇▇▇ a Transfer Agreement, (ii) (A) ▇▇▇▇▇ shall pay to the Selling Minority Member all or such portion of the Call Purchase Price by wire transfer of immediately available funds that ▇▇▇▇▇ is permitted to pay at such time pursuant to this Section 2.1 the terms and conditions of the Senior Credit Agreement and (or elects B) to exercise the extent that any portion of the Call Option Purchase Price is not paid in cash at the Call Closing, then ▇▇▇▇▇ shall issue and deliver to such Selling Minority Member a Call Note in an aggregate principal amount equal to the unpaid portion of the Call Purchase Price. (c) Within ten (10) days after a Call Notice shall have been received by the ▇▇▇▇▇, the Manager shall deliver to the Selling Minority Member its good faith determination of the Call Purchase Price (the “Call Purchase Price Calculation”). The Selling Minority Member shall have five (5) days from the date of receipt of the Call Purchase Price Calculation to deliver to ▇▇▇▇▇ a notice of objection (a “Call Purchase Price Objection Notice”) with respect to less than all Sharesthe Call Purchase Price Calculation. If no Call Purchase Price Objection Notice is delivered by the Selling Minority Member to ▇▇▇▇▇ before the expiration of such five (5) day period, then the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares Call Purchase Price Calculation shall be final and binding on the same terms Selling Minority Member. If a Call Purchase Price Objection Notice is delivered in accordance with this Section 7.8(c), ▇▇▇▇▇ and conditions the Selling Minority Member shall consult with each other with respect to the objection set forth therein. If ▇▇▇▇▇ and the Selling Minority Member are unable to reach agreement within ten (10) days after such a Call Purchase Price Objection Notice has been given, then the Appraiser shall be appointed pursuant to the procedures set forth in Section 7.7 to make an independent determination of the Call Purchase Price. The Appraiser shall determine the Call Purchase Price within thirty (30) days of selection. The determination of the Call Purchase Price by the Appraiser shall be final and binding on ▇▇▇▇▇ and the Selling Minority Member. ▇▇▇▇▇, on the one hand, and the Selling Minority Member, on the other hand, shall share equally the costs of engagement of an Appraiser for any determination of the Call Purchase Price. (d) In addition to the rights set forth above, in the event that a Guarantor (as defined in the Membership Interests Purchase Agreement) ceases to be an employee of the Company on account of (i) the Company terminating such Guarantor’s employment with the Company for Cause or (ii) such Guarantor terminating his employment with the Company without Good Reason, then ▇▇▇▇▇ shall have the right to require the Minority Member to sell the Proportionate Amount as such term applies to such Guarantor (or such lesser amount as may be agreed to by such Guarantor, ▇▇▇▇▇ and the Minority Member) of the Minority Member’s Common Units to ▇▇▇▇▇ for an aggregate purchase price equal to the Call Purchase Price pursuant to the procedures set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the Shares7.8.

Call Option. (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the rightSubject to Section 3.1 hereof, at any time during on and from the 12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser earlier of (1) Fair Market Value (measured as of the date of falling 10 months from the election date hereof (or any later date as may be agreed in writing between the Parties from time to purchase such Shares is deliveredtime, the “Repurchase Notice Date”including by electronic mail in accordance with clause 6.4 below or otherwise) and (2) Cost; providedthe occurrence of a ▇▇▇▇▇▇ Insolvency Event, that until the Repayment Date (the “Option Period”), the Purchaser shall have the right (such purchase price right, the “Option”), but not the obligation, to exercise an option to require the Holder to sell to the Purchaser the Call Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the Convertible Note or Warrants (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Call Exercise Percentage in accordance herewith) which, in each case, shall not be less than zeroinclude the relevant Call Exercise Percentage of each of the following: (i) the Convertible Note and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and form the Original Call Option Date; (ii) ownership of all Warrants provided to the Osprey Parties in connection with the Convertible Note and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and form the Original Call Option Date; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the Original Call Option Date, and (iv) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto, in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Warrants, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for The Call Exercise Percentage set out in Section 2.1(a), Parent each Exercise Notice shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise not exceed the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the SharesExercise Percentage Cap.

Call Option. (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the rightSubject to Section 3.1 hereof, at any time during on and from the 12 months following, as applicable, each earlier of (I) the Termination Date or (II1) the date of such Restrictive Covenant Violation (or, if later, falling 6 months from the date on which the Board has actual knowledge thereof), to purchase Investment is made (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of later date as may be agreed in writing between the Shares then-held Parties from time to time, including by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”electronic mail in accordance with clause 6.4 below or otherwise) and (2) Costthe occurrence of a ▇▇▇▇▇▇ Insolvency Event, until the date falling 36 months from the date hereof (the “Option Period”), the Purchaser shall have the right (such right, the “Option”), but not the obligation, to exercise an option to require the Holder to sell to the Purchaser the Call Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Call Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Call Exercise Percentage of each of the following: (i) ownership of all equity securities provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (ii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof; providedand (iii) any other rights, that such purchase price shall not be less than zerointerests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto, in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of equity securities, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for The Call Exercise Percentage set out in Section 2.1(a), Parent each Exercise Notice shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise not exceed the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the SharesExercise Percentage Cap.

Call Option. (a) (i) If Other than as set forth in the Investorsecond sentence of Section 4(b)(vii), upon and following (A) a termination of the Executive’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds SOI for Cause exist or (zB) upon a voluntary resignation by the Investor termination of the Executive’s employment for any reason (other than for Good Reasonthe Executive’s death) within 12 months one year following the Closingdate of this Agreement for any reason (or no reason), or (ii) in the event of a Restrictive Covenant Violation, Parent Company shall have the right, at any time during the 12 months following, as applicable, each of right and option (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member but not the obligation, to purchase from the Executive (or his estate or permitted transferees) any or all of the Investor’s Family Group shares of Company Common Stock or Company Preferred Stock, as the case may be, owned by the Executive. The purchase price (the “Call Price”) of the Company Common Stock or Company Preferred Stock, as the case may be, subject to purchase under this provision (the “Called Shares”) shall be required to sell to Parent, all or any portion (x) in the case of (A) a termination of the Shares then-held Executive’s employment by such member the Company for Cause or (B) the termination of the InvestorExecutive’s Family Group at a purchase price per Share equal to employment for any reason (other than the lesser Executive’s death) within one year following the date of (1) this Agreement, the lower of the Company Common Initial Value or the Company Preferred Initial Value, as the case may be, of such Called Shares or the Fair Market Value (measured as of such Called Shares on the date of the election to purchase such Shares is delivered, the applicable “Repurchase Notice Date”) and Call Notice” (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Datedefined below). (cii) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent The Company may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant by delivering or mailing to the Executive (or to his estate, if applicable), in accordance with Section 15 of this Section 2.1Agreement, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof exercise (the a “Call Notice”). Subject to The Call Notice shall specify the provisions of Section 2.2date thereof, the closing number of Called Shares and the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day Call Price. (iii) Within ten (10) days after the giving his receipt of the Call Notice, the Executive (or his estate) shall tender to the Company, at its principal office the certificate or certificates representing the Called Shares, duly endorsed in blank by the Executive (or his estate) or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the Company. Notwithstanding Upon its receipt of such shares, the foregoingCompany shall pay to the Executive the aggregate Call Price therefor, if Parent elects in cash or by wire transfer of immediately available funds. (iv) The Company will be entitled to receive customary representations and warranties from the Executive (or his estate) regarding the sale of the Called Shares pursuant to the exercise of the Call Option as may reasonably requested by the Company, including but not limited to the representation that the Executive has good and marketable title to the Called Shares to be transferred free and clear of all liens, claims and other encumbrances. (v) If the Company delivers a Call Notice, then from and after the time of delivery of the Call Notice, the Executive shall no longer have any rights as a holder of the Called Shares subject thereto (other than the right to receive payment of the Call Price as described above), and such Called Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Called Shares. (vi) Any Company Common Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of this Agreement, including the continuation of the Company’s right to exercise the Call Option pursuant to Option. (vii) This Section 4(b) is in addition to, and not in lieu of, any rights and obligations of the Executive and the Company in respect of the Shares contained in the “Stockholders Agreement” (as defined below). Notwithstanding the above, this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice 4(b) shall be ineffective as to each member Company Common Share on and following an IPO or any other event which causes the Company Common Stock, or other securities for which all or substantially all of the Investor’s Family Group of its intention Company Common Stock may have been exchanged, to purchase the Sharesbe or become listed for trading on or over an established securities market or established trading system.

Call Option. (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the rightSubject to Section 3.1 hereof, at any time during on and from the 12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser earlier of (1) Fair Market Value (measured as of the date of falling 10 months from the election date hereof (or any later date as may be agreed in writing between the Parties from time to purchase such Shares is deliveredtime, the “Repurchase Notice Date”including by electronic mail in accordance with clause 6.4 below or otherwise) and (2) Cost; providedthe occurrence of a ▇▇▇▇▇▇ Insolvency Event, that until the date falling 36 months from the date hereof (the “Option Period”), the Purchaser shall have the right (such purchase price right, the “Option”), but not the obligation, to exercise an option to require the Holder to sell to the Purchaser the Call Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Call Exercise Percentage in accordance herewith) which, in each case, shall not be less than zeroinclude the relevant Call Exercise Percentage of each of the following: (i) ownership of all Securities provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof, (ii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof, and (iii) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto, in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Securities, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for The Call Exercise Percentage set out in Section 2.1(a), Parent each Exercise Notice shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise not exceed the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the SharesExercise Percentage Cap.

Call Option. Upon the Closing and until the Parent’s IPO (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) such terms if defined in the event Articles of a Restrictive Covenant Violation, Parent shall have the right, at any time during the 12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member Association of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during but not the 12 months following the Termination Dateobligation, to purchase, and each member of the Investor’s Family Group shall be required elect to sell cause Seller to Parent, surrender all or any portion of the Parent Shares then-then held by such member Seller, to the Parent for cancellation, in consideration for payment by Parent to Seller of the Investor’s Family Group at a purchase price per Share equal to then Fair Market Value of such Parent Shares (measured the “Call Option”). This Call Option may be exercised by Parent, in its sole discretion, in whole on one occasion, upon and following the occurrence of any of the following events: (i) the commencement of any voluntary or involuntary insolvency or bankruptcy proceedings, liquidation, dissolution or winding up of Seller, or the taking of any step or action for the appointment of, or notice of intention to appoint, any liquidator, receiver, manager, administrator, trustee or similar officer over the Seller or any material asset (provided that if not removed, the actual consummation of the exercise of the Call Option shall be subject and postponed until the actual determination of the liquidation, dissolution or winding up of the Seller or the permanent appointment of a liquidator, receiver, manager, administrator, trustee or similar officer with respect to all of substantially all of the assets of Seller); (ii) the adoption of a resolution for a distribution in kind by Seller of all or part of the Parent Shares, except to distribution following which ViewBix Inc. shall control the Equity Consideration; or (iii) any announcement or consummation of a transaction or other event pursuant to which ViewBix Inc. shall cease to control (as defined herein) Seller or the Equity Consideration (provided that the exercise of the Call option in such event may be notified earlier and condition upon the consummation of such transaction or event). Nothing herein shall limit the transfer of the Parent Shares by the Seller; in accordance with the Articles of Association of the Parent and Parent shareholders agreements to which Seller becomes party; provided that transfer of Parent Shares (i) to a Permitted Transferee (as defined Articles of Association of the Parent) of Seller, or (ii) within 3 years as of the Repurchase Notice Date). (c) In Closing, to any other transferee, shall be also subject in each case to such transferee assuming in writing the event that Call Option. If the Investor engages in a Competitive Activity (Call Option is exercised by the Parent as defined in Annex I) without set forth herein, then the prior Parent shall provide written consent notice thereof to the Seller, and the Seller shall automatically be required to voluntarily surrender to the Company such number of Parent at Shares equal to the number of Parent Shares with respect to which the Call Option is exercised, free and clear of any time after Lien. If the InvestorSeller fails to surrender the Parent Shares per the Parent’s Termination Date exercise notice, Parent shall be deemed to have been granted by Seller a proxy and power of attorney to surrender the shares for cancellation and sign such documents and take such actions as required in order to give effect to such surrender and update the Parent share register accordingly. Parent shall also be entitled to assign its Call Option to any Affiliate or shareholder thereof (regardless of whether such conduct constitutes a Restrictive Covenant Violation“Assignee”), then Parent in which case the Call Option shall have not be for the rightsurrender for cancellation, at any time during but instead for the 12 months following transfer by the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member Seller to such Assignee of the Investor’s Family Group applicable number of Parent Shares in consideration for the Fair Market Value thereof, and Seller shall be required to sell execute such share transfer deed(s) to Parent, all or any portion of the Shares then‑held by give effect to such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicabletransfer. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the Shares.

Call Option. (a) (i) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event of a Restrictive Covenant Violation, Parent shall have the rightSubject to Section 3.1 hereof, at any time during on and from the 12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser earlier of (1) Fair Market Value (measured as of the date of falling 10 months from the election date hereof (or any later date as may be agreed in writing between the Parties from time to purchase such Shares is deliveredtime, the “Repurchase Notice Date”including by electronic mail in accordance with clause 6.4 below or otherwise) and (2) Costthe occurrence of a ▇▇▇▇▇▇ Insolvency Event, until the date falling 12 months from the date hereof (the “Option Period”), the Purchaser shall have the right (such right, the “Option”), but not the obligation, to exercise an option to require the Holder to sell to the Purchaser the Call Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of each Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Call Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Call Exercise Percentage of each of the following: (i) ownership of all Note provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Call Option Date; (ii) ownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the Original Call Option Date; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the Original Call Option Date; providedand (iv) any other rights, that such purchase price shall not be less than zerointerests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto, in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Note, Warrants, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price. (b) If the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for The Call Exercise Percentage set out in Section 2.1(a), Parent each Exercise Notice shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise not exceed the Call Option pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the SharesExercise Percentage Cap.

Call Option. (a) (i) If the Investor’s Subject to Section 6.8 hereof, if any Executive's employment with the Company or service to, as applicable, Parent and any of its Subsidiaries is terminated for any reason, the Company shall have the right to purchase, which right shall be exercised as set forth in Section 6.2(b) hereof within 90 days following (xi) by Parent or its Subsidiaries for Cause, the date of such termination (ythe "Termination Date") upon a voluntary resignation by the Investor when grounds for Cause exist or (z) upon a voluntary resignation by the Investor (other than for Good Reason) within 12 months following the Closing, or (ii) in the event that the Executive or any of a Restrictive Covenant Violation, Parent shall the Executive's heirs have the right, at any time during the 12 months following, as applicable, each of (Iright to exercise a Put Option pursuant to Section 6.3(a) the Termination Date or (IIb) the date of such Restrictive Covenant Violation (orhereof, if laterrespectively, the date on which expiration of the Board has actual knowledge thereof), to purchase Put Period (together with the rights as defined in Section 2.1(b6.3(c) and Section 2.1(c)hereof) (in either case, the “"Call Option”Period"), and each member of such Executive and the Investor’s Family members of such Executive's Group shall be required to sell offer to Parentthe Company upon the Company's exercise of such right, all or any portion but not less than all of the Shares then-Common Stock then held by such Executive and each member of the Investor’s Family Group such Executive's Group, at a purchase price per Share share equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such applicable purchase price shall not be less than zerodetermined pursuant to Section 6.4 hereof. (b) If The Company shall exercise a Call Option by sending written notice (the Investor’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following "Exercise Notice"; the date of engagement in a Competitive Activity (or, if later, which being herein referred to as the date on which "Notice Date") prior to the Board has knowledge thereof) and each member end of the Investor’s Family Group Call Period in accordance with Section 9.4 hereof to the Executive whose employment has been terminated, which Exercise Notice shall be required to sell to Parent, all or any portion also state a date not later than 60 days following the Notice Date for the closing (a "Call Option Closing") of the Shares then‑held by purchase of shares of Common Stock pursuant to such member Call Option; provided, however, that in the case of a termination of employment due to the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Executive's death, such Exercise Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), shall to the extent applicable. (d) If Parent desires to exercise the Call Option pursuant to this Section 2.1, Parent shall send written notice practicable also be sent to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “such Executive's Group. Any Call Notice”). Subject to the provisions of Section 2.2, the closing of the purchase OptionClosing shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving executive offices of the Call Notice. Notwithstanding the foregoingCompany at 1000 University Avenue, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares▇▇▇▇▇▇▇▇▇, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 2.1 by providing written notice to each member of the Investor’s Family Group of its intention to purchase the Shares▇▇▇ ▇▇▇▇ ▇▇▇▇▇.