Common use of Call Rights Clause in Contracts

Call Rights. (a) Each Management Stockholder agrees that the Company and the Sponsor Group, collectively, will each have a call right (the “Call Right”) on the Shares (including without limitation, any Shares issued following a Termination pursuant to the exercise of Options or otherwise) (the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as set forth in this Section 5. Upon a Call Event, the Company may exercise the Call Right with respect to all or any portion of the Callable Equity by one or more written notices (each, a “Call Right Notice”) delivered to the Management Stockholder at any time during the period commencing on the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the first anniversary of the later of (x) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and (y) for each Share acquired upon the exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise the Call Right within thirty (30) days after the expiration of the aforesaid one-year period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, with respect to any Shares (including any Shares issued upon the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months. (i) In the case of either (x) a Termination for Cause or (y) a Restrictive Covenant Violation, the consideration will be equal to the lesser of (1) the Cost of such Shares and (2) the Fair Market Value of such Shares on the Call Exercise Date or the Sponsor Group Call Exercise Date, as applicable; and (ii) In the case of a Termination for any reason other than for Cause, the consideration will be equal to the Fair Market Value of such Shares on the Call Exercise Date or the Sponsor Group Call Exercise Date, as applicable; provided, that if an Initial Public Offering or Change in Control occurs during the three (3) month period following the Call Exercise Date or Sponsor Group Call Exercise Date, as applicable, the Management Stockholder will be entitled to receive the excess, if any, of the Fair Market Value of such Shares as of the date of such Initial Public Offering or Change in Control over the Fair Market Value of such Shares paid by the Company or the Sponsor Group on the applicable Call Exercise Date or Sponsor Group Call Exercise Date. (b) The closing for all purchases and sales of Callable Equity pursuant to this Section 5 will be at the principal executive offices of the Company within thirty (30) days after the Call Exercise Date or the Sponsor Group Call Exercise Date, as the case may be. The purchase price for the Callable Equity will be paid to the Management Stockholder (or his or her estate or beneficiary, as applicable) in cash, by cashier’s check or by wire transfer of funds. The Management Stockholder Group will cause the Callable Equity to be delivered to the Company or the Sponsor Group, as the case may be, at the closing free and clear of all liens, claims, charges, restrictions or encumbrances of any kind, other than those which continue to apply pursuant to the terms of this Agreement. The Management Stockholder Group will take all such actions and deliver all such documents and instruments as the Company or the Sponsor Group, as the case may be, reasonably requests to vest in the Company or the Sponsor Group, respectively, title to the Callable Equity free of any lien, claim, charge, restriction or encumbrance incurred by or through the Management Stockholder Group. (c) Notwithstanding anything in this Section 5 to the contrary, if (i) there exists and is continuing a default or an event of default on the part of any member of the Company Group under any loan, guarantee or other agreement under which any member of the Company Group has borrowed money or if the repurchase of Callable Equity would result in a default or an event of default on the part of the Company or any Affiliate of the Company under any such agreement or if a repurchase would not be permitted under the Delaware General Corporation Law (or if the Company reincorporates in another state, the business corporation law of such state) or any federal or state securities laws or regulations (each such occurrence being an “Event”) and (ii) the Sponsor Group has not elected to acquire all Callable Equity which the Company and the Sponsor Group have a right to purchase pursuant to this Section 5, the Company will, to the extent it has exercised its Call Right and subject to the rescission rights below, in order to complete the purchase of any Callable Equity pursuant to this Section 5, deliver to the Management Stockholder a promissory note with a principal amount equal to the amount payable under this Section 5, having terms acceptable to the Company’s (and its Affiliates’, as applicable) lenders and permitted under the Company’s (and its Affiliates’, as applicable) debt instruments but which in any event (x) shall be mandatorily payable in installments of up to five years, and (y) shall bear interest at a rate equal to the Prime Rate. In lieu thereof, the Company, in its sole discretion, may rescind the exercise of such Call Right, in which case, the period upon which the Call Right may be exercised by the Company shall be tolled until thirty (30) days following the date on which there ceases to be any Event, and the Company may exercise the Call Right at any time during such thirty (30) day period pursuant to this Section 5. (d) The rights set forth in this Section 5 shall terminate upon immediately prior to the earlier to occur of a Change in Control and the consummation of an Initial Public Offering.

Call Rights. (a) Each Management Stockholder agrees that Notwithstanding anything to the contrary in the Stockholders Agreement or any other agreement, upon a termination of the Executive’s employment with the Company and or any of its Subsidiaries for any reason prior to an IPO or a Change of Control, the Sponsor Group, collectively, Company will each have the right to purchase (a call right (the “Call Right”) any Shares held by the Executive (whether pursuant to the Investment, the Initial LTIP Award, upon the exercise of any stock option or otherwise) at Fair Market Value as of the date the Company exercises its Call Right (except in the event of a termination by the Company for Cause, in which case the Call Right will be at the lower of the original cost of such Shares (which shall, for the avoidance of doubt, be the exercise price of any stock option and for any Initial LTIP Award shall be the Fair Market Value on the Shares applicable vesting date) or Fair Market Value as of the date the Company exercises such Call Right). The Call Right may be exercised at any time following the later of six months following (1) the Executive’s receipt of any Shares, including without limitation, any Shares issued following a Termination pursuant to the exercise of Options stock options, including the Initial Grant, or otherwise) (the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as set forth in this Section 5. Upon a Call Event, the Company may exercise the Call Right with respect to all or any portion of the Callable Equity by one or more written notices (each, a “Call Right Notice”) delivered otherwise pursuant to the Management Stockholder at any time during the period commencing on the date grant of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violationcompensatory awards, as applicable, and ending on the first anniversary of the later of (x) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and (y) for each Share acquired upon the exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise the Call Right within thirty (30) days after the expiration of the aforesaid one-year period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, with respect to any Shares (including any Shares issued upon the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months. (i) In the case of either (x) a Termination for Cause or (y) a Restrictive Covenant Violation, the consideration will be equal to the lesser of (1) the Cost of such Shares and (2) the termination of the Executive’s employment. “Fair Market Value Value” shall be determined from time to time (but no less frequently than quarterly) by the Board in good faith and shall in any event be determined consistently with how “fair market value” is determined with respect to shares of such Shares on Company stock held by existing shareholders, including members of the Call Exercise Date or Board, and how the Sponsor Group Call Exercise Date, as applicable; and exercise price for the Initial Grant was determined (ii) it being understood that no discount shall be taken due to lack of marketability). In the case of a Termination for any reason other than for Causedetermining Fair Market Value, the consideration Board will be equal consider (among other factors it deems appropriate) the valuation prepared by Blackstone in the ordinary course of business for reporting to its advisory board and investors, which Blackstone will provide to the Fair Market Value of such Shares on Board. Notwithstanding the Call Exercise Date or foregoing, in the Sponsor Group Call Exercise Date, as applicable; provided, event that if an Initial Public Offering or Change in Control occurs during the three either (3i) month period within six months following the Call Exercise Date or Sponsor Group Call Exercise Date, as applicable, the Management Stockholder will be entitled to receive the excess, if any, a termination of the Fair Market Value of such Shares as of the date of such Initial Public Offering or Change in Control over the Fair Market Value of such Shares paid Executive’s employment by the Company or the Sponsor Group on the applicable Call Exercise Date or Sponsor Group Call Exercise Date. (b) The closing for all purchases and sales of Callable Equity pursuant to this Section 5 will be at the principal executive offices of the Company within thirty (30) days after the Call Exercise Date or the Sponsor Group Call Exercise Date, as the case may be. The purchase price for the Callable Equity will be paid to the Management Stockholder (or his or her estate or beneficiary, as applicable) in cash, by cashier’s check without Cause or by wire transfer the Executive for Good Reason or upon his death or Disability an IPO or Change of funds. The Management Stockholder Group will cause the Callable Equity to be delivered to the Company Control occurs or the Sponsor Group, as the case may be, at the closing free and clear of all liens, claims, charges, restrictions or encumbrances of any kind, other than those which continue to apply pursuant to the terms of this Agreement. The Management Stockholder Group will take all such actions and deliver all such documents and instruments as the Company or the Sponsor Group, as the case may be, reasonably requests to vest in the Company or the Sponsor Group, respectively, title to the Callable Equity free of any lien, claim, charge, restriction or encumbrance incurred by or through the Management Stockholder Group. (c) Notwithstanding anything in this Section 5 to the contrary, if (i) there exists and is continuing a default or an event of default on the part of any member of the Company Group under any loan, guarantee or other agreement under which any member of the Company Group has borrowed money or if the repurchase of Callable Equity would result in a default or an event of default on the part of the Company or any Affiliate of the Company under any such agreement or if a repurchase would not be permitted under the Delaware General Corporation Law (or if the Company reincorporates in another state, the business corporation law of such state) or any federal or state securities laws or regulations (each such occurrence being an “Event”) and (ii) the Sponsor Group has not elected to acquire all Callable Equity which Executive’s employment is terminated by the Company and without Cause or by the Sponsor Group have Executive for Good Reason or upon his death or Disability after a right to purchase pursuant to this Section 5definitive agreement is entered into which will result in a Change of Control (provided that such agreement actually results in a Change of Control), for purposes of the Company will, to the extent it has exercised its Call Right and subject to the rescission rights below, in order to complete the purchase of any Callable Equity pursuant to this Section 5, deliver to the Management Stockholder a promissory note with a principal amount equal to the amount payable under this Section 5, having terms acceptable to the Company’s (and its Affiliates’, as applicable) lenders and permitted under the Company’s (and its Affiliates’, as applicable) debt instruments but which in any event (x) shall be mandatorily payable in installments of up to five years, and (y) shall bear interest at a rate equal to the Prime Rate. In lieu thereof, the Company, in its sole discretion, may rescind the exercise of such Call Right, in which case, Fair Market Value shall equal the period upon which the Call Right may be exercised by the Company shall be tolled until thirty (30) days following the date on which there ceases to be any Event, and the Company may exercise the Call Right at any time during such thirty (30) day period consideration paid per Share pursuant to this Section 5such transaction. (d) The rights set forth in this Section 5 shall terminate upon immediately prior to the earlier to occur of a Change in Control and the consummation of an Initial Public Offering.

Call Rights. (a) Each Management Stockholder agrees that Notwithstanding anything to the contrary in the Stockholders Agreement or any other agreement, upon a termination of the Executive’s employment with the Company and or any of its Subsidiaries for any reason prior to an IPO or a Change of Control, the Sponsor Group, collectively, Company will each have the right to purchase (a call right (the “Call Right”) on any Shares held by the Executive (whether pursuant to the Investment, the First Year Guaranteed Annual Bonus, upon the exercise of any stock option or otherwise) at Fair Market Value as of the date the Company exercises its Call Right (except in the event of a termination by the Company for Cause, in which case the Call Right will be at the lower of the original cost of such Shares (which shall, for the avoidance of doubt, be the exercise price of any stock option) or Fair Market Value as of the date the Company exercises such Call Right). The Call Right may be exercised at any time following the later of six months following (1) the Executive’s receipt of any Shares, including without limitation, any Shares issued following a Termination pursuant to the exercise of Options stock options, including the Initial Grant, or otherwise) (the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as set forth in this Section 5. Upon a Call Event, the Company may exercise the Call Right with respect to all or any portion of the Callable Equity by one or more written notices (each, a “Call Right Notice”) delivered otherwise pursuant to the Management Stockholder at any time during the period commencing on the date grant of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violationcompensatory awards, as applicable, and ending on the first anniversary of the later of (x) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and (y) for each Share acquired upon the exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise the Call Right within thirty (30) days after the expiration of the aforesaid one-year period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, with respect to any Shares (including any Shares issued upon the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months. (i) In the case of either (x) a Termination for Cause or (y) a Restrictive Covenant Violation, the consideration will be equal to the lesser of (1) the Cost of such Shares and (2) the termination of the Executive’s employment. “Fair Market Value Value” shall be determined from time to time (but no less frequently than quarterly) by the Board in good faith and shall in any event be determined consistently with how “fair market value” is determined with respect to shares of such Shares on Company stock held by existing shareholders, including members of the Call Exercise Date or Board, and how the Sponsor Group Call Exercise Date, as applicable; and exercise price for the Initial Grant was determined (ii) it being understood that no discount shall be taken due to lack of marketability). In the case of a Termination for any reason other than for Causedetermining Fair Market Value, the consideration Board will be equal consider (among other factors it deems appropriate) the valuation prepared by Blackstone in the ordinary course of business for reporting to its advisory board and investors, which Blackstone will provide to the Fair Market Value of such Shares on Board. Notwithstanding the Call Exercise Date or foregoing, in the Sponsor Group Call Exercise Date, as applicable; provided, event that if an Initial Public Offering or Change in Control occurs during the three either (3i) month period within six months following the Call Exercise Date or Sponsor Group Call Exercise Date, as applicable, the Management Stockholder will be entitled to receive the excess, if any, a termination of the Fair Market Value of such Shares as of the date of such Initial Public Offering or Change in Control over the Fair Market Value of such Shares paid Executive’s employment by the Company or the Sponsor Group on the applicable Call Exercise Date or Sponsor Group Call Exercise Date. (b) The closing for all purchases and sales of Callable Equity pursuant to this Section 5 will be at the principal executive offices of the Company within thirty (30) days after the Call Exercise Date or the Sponsor Group Call Exercise Date, as the case may be. The purchase price for the Callable Equity will be paid to the Management Stockholder (or his or her estate or beneficiary, as applicable) in cash, by cashier’s check without Cause or by wire transfer the Executive for Good Reason or upon his death or Disability an IPO or Change of funds. The Management Stockholder Group will cause the Callable Equity to be delivered to the Company Control occurs or the Sponsor Group, as the case may be, at the closing free and clear of all liens, claims, charges, restrictions or encumbrances of any kind, other than those which continue to apply pursuant to the terms of this Agreement. The Management Stockholder Group will take all such actions and deliver all such documents and instruments as the Company or the Sponsor Group, as the case may be, reasonably requests to vest in the Company or the Sponsor Group, respectively, title to the Callable Equity free of any lien, claim, charge, restriction or encumbrance incurred by or through the Management Stockholder Group. (c) Notwithstanding anything in this Section 5 to the contrary, if (i) there exists and is continuing a default or an event of default on the part of any member of the Company Group under any loan, guarantee or other agreement under which any member of the Company Group has borrowed money or if the repurchase of Callable Equity would result in a default or an event of default on the part of the Company or any Affiliate of the Company under any such agreement or if a repurchase would not be permitted under the Delaware General Corporation Law (or if the Company reincorporates in another state, the business corporation law of such state) or any federal or state securities laws or regulations (each such occurrence being an “Event”) and (ii) the Sponsor Group has not elected to acquire all Callable Equity which Executive’s employment is terminated by the Company and without Cause or by the Sponsor Group have Executive for Good Reason or upon his death or Disability after a right to purchase pursuant to this Section 5definitive agreement is entered into which will result in a Change of Control (provided that such agreement actually results in a Change of Control), for purposes of the Company will, to the extent it has exercised its Call Right and subject to the rescission rights below, in order to complete the purchase of any Callable Equity pursuant to this Section 5, deliver to the Management Stockholder a promissory note with a principal amount equal to the amount payable under this Section 5, having terms acceptable to the Company’s (and its Affiliates’, as applicable) lenders and permitted under the Company’s (and its Affiliates’, as applicable) debt instruments but which in any event (x) shall be mandatorily payable in installments of up to five years, and (y) shall bear interest at a rate equal to the Prime Rate. In lieu thereof, the Company, in its sole discretion, may rescind the exercise of such Call Right, in which case, Fair Market Value shall equal the period upon which the Call Right may be exercised by the Company shall be tolled until thirty (30) days following the date on which there ceases to be any Event, and the Company may exercise the Call Right at any time during such thirty (30) day period consideration paid per Share pursuant to this Section 5such transaction. (d) The rights set forth in this Section 5 shall terminate upon immediately prior to the earlier to occur of a Change in Control and the consummation of an Initial Public Offering.

Call Rights. (a) Each Management Stockholder agrees that Notwithstanding anything to the contrary in the Stockholders Agreement or any other agreement, upon a termination of the Executive’s employment with the Company and or any of its Subsidiaries for any reason prior to an IPO or a Change of Control, the Sponsor Group, collectively, Company will each have the right to purchase (a call right (the “Call Right”) on the Shares (including without limitation, any Shares issued following a Termination held by the Executive (whether pursuant to the exercise of Options Investment, the First Year Guaranteed Annual Bonus or otherwise) (at Fair Market Value as of the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as set forth in this Section 5. Upon a Call Event, date the Company may exercise exercises its Call Right (except in the event of a termination by the Company for Cause, in which case the Call Right with respect to all or any portion will be at the lower of the Callable Equity by one original cost of such Shares or more written notices (each, a “Fair Market Value as of the date the Company exercises such Call Right). The Call Right Notice”) delivered to the Management Stockholder may be exercised at any time during the period commencing on the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the first anniversary of following the later of (x) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and (y) for each Share acquired upon the exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise the Call Right within thirty (30) days after the expiration of the aforesaid one-year period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, with respect to any Shares (including any Shares issued upon the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months. (i) In the case of either (x) a Termination for Cause or (y) a Restrictive Covenant Violation, the consideration will be equal to the lesser of months following (1) the Cost Executive’s receipt of such Shares any Shares, and (2) the termination of the Executive’s employment. “Fair Market Value Value” shall be determined from time to time (but no less frequently than quarterly) by the Board in good faith and shall in any event be determined consistently with how “fair market value” is determined with respect to shares of such Shares on Company stock held by existing shareholders, including members of the Call Exercise Date or Board, and how the Sponsor Group Call Exercise Date, as applicable; and exercise price for the Initial Grant was determined (ii) it being understood that no discount shall be taken due to lack of marketability). In the case of a Termination for any reason other than for Causedetermining Fair Market Value, the consideration Board will be equal consider (among other factors it deems appropriate) the valuation prepared by Blackstone in the ordinary course of business for reporting to its advisory board and investors, which Blackstone will provide to the Fair Market Value of such Shares on Board. Notwithstanding the Call Exercise Date or foregoing, in the Sponsor Group Call Exercise Date, as applicable; provided, event that if an Initial Public Offering or Change in Control occurs during the three either (3i) month period within six months following the Call Exercise Date or Sponsor Group Call Exercise Date, as applicable, the Management Stockholder will be entitled to receive the excess, if any, a termination of the Fair Market Value of such Shares as of the date of such Initial Public Offering or Change in Control over the Fair Market Value of such Shares paid Executive’s employment by the Company or the Sponsor Group on the applicable Call Exercise Date or Sponsor Group Call Exercise Date. (b) The closing for all purchases and sales of Callable Equity pursuant to this Section 5 will be at the principal executive offices of the Company within thirty (30) days after the Call Exercise Date or the Sponsor Group Call Exercise Date, as the case may be. The purchase price for the Callable Equity will be paid to the Management Stockholder (or his or her estate or beneficiary, as applicable) in cash, by cashier’s check without Cause or by wire transfer the Executive for Good Reason or upon his death or Disability an IPO or Change of funds. The Management Stockholder Group will cause the Callable Equity to be delivered to the Company Control occurs or the Sponsor Group, as the case may be, at the closing free and clear of all liens, claims, charges, restrictions or encumbrances of any kind, other than those which continue to apply pursuant to the terms of this Agreement. The Management Stockholder Group will take all such actions and deliver all such documents and instruments as the Company or the Sponsor Group, as the case may be, reasonably requests to vest in the Company or the Sponsor Group, respectively, title to the Callable Equity free of any lien, claim, charge, restriction or encumbrance incurred by or through the Management Stockholder Group. (c) Notwithstanding anything in this Section 5 to the contrary, if (i) there exists and is continuing a default or an event of default on the part of any member of the Company Group under any loan, guarantee or other agreement under which any member of the Company Group has borrowed money or if the repurchase of Callable Equity would result in a default or an event of default on the part of the Company or any Affiliate of the Company under any such agreement or if a repurchase would not be permitted under the Delaware General Corporation Law (or if the Company reincorporates in another state, the business corporation law of such state) or any federal or state securities laws or regulations (each such occurrence being an “Event”) and (ii) the Sponsor Group has not elected to acquire all Callable Equity which Executive’s employment is terminated by the Company and without Cause or by the Sponsor Group have Executive for Good Reason or upon his death or Disability after a right to purchase pursuant to this Section 5definitive agreement is entered into which will result in a Change of Control (provided that such agreement actually results in a Change of Control), for purposes of the Company will, to the extent it has exercised its Call Right and subject to the rescission rights below, in order to complete the purchase of any Callable Equity pursuant to this Section 5, deliver to the Management Stockholder a promissory note with a principal amount equal to the amount payable under this Section 5, having terms acceptable to the Company’s (and its Affiliates’, as applicable) lenders and permitted under the Company’s (and its Affiliates’, as applicable) debt instruments but which in any event (x) shall be mandatorily payable in installments of up to five years, and (y) shall bear interest at a rate equal to the Prime Rate. In lieu thereof, the Company, in its sole discretion, may rescind the exercise of such Call Right, in which case, Fair Market Value shall equal the period upon which the Call Right may be exercised by the Company shall be tolled until thirty (30) days following the date on which there ceases to be any Event, and the Company may exercise the Call Right at any time during such thirty (30) day period consideration paid per Share pursuant to this Section 5such transaction. (d) The rights set forth in this Section 5 shall terminate upon immediately prior to the earlier to occur of a Change in Control and the consummation of an Initial Public Offering.

Call Rights. (a) Each If, prior to the Lapse Date, a Management Stockholder agrees that Investor ceases to be employed by the Company or any subsidiary of the Company for any reason (a “Termination”), the Company and the Sponsor Group, collectively, Investors will each have a call right the rights (the “Call RightRights”) on specified below to purchase the Shares Common Stock held by such Management Investor and his Permitted Transferees. (including without limitation, any Shares issued following b) In the event of a Termination pursuant to the exercise of Options or otherwise) (the “Callable Equity”) after either a Termination Management Investor for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as set forth in this Section 5. Upon a Call Eventother than Cause, the Company may exercise will have the right (but not the obligation) to purchase from such Management Investor and his Permitted Transferees, and such Management Investor and his Permitted Transferees will be required to sell to the Company any or all of the Common Stock held by such Management Investor and his Permitted Transferees at a price per share equal to the Fair Market Value as of the date the Company first exercises such Call Right with respect to all such Management Investor. In the event of a Termination of such Management Investor for Cause, the Company (or any portion of its assignees) will have the right (but not the obligation) to purchase from such Persons, and such Persons will be required to sell to the Company (or to any such assignee) any or all of his Common Stock (including any fractional shares) at a price per share equal to the lower of (i) the price per share paid for such Common Stock by such Management Investor, provided that if the price per share paid for such Common Stock is zero, then the price per share paid will be deemed to be the par value and (ii) the Fair Market Value as of the Callable Equity by one or more written notices (each, a “date the Company first exercises such Call Right Notice”) delivered with respect to such Management Investor. With respect to any particular shares of Common Stock, the Management Stockholder at any time during the Company will have such Call Rights for a period commencing on the date of Termination or (the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the first anniversary of “Call Commencement Date”) that is the later of (xA) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicableTermination, and (yB) for each Share acquired in the case of Common Stock received upon the exercise of an Option or similar purchase rightCommon Stock Equivalents, the date on which of the exercise of such Share was acquired Common Stock Equivalents. (c) The Company will be entitled to exercise its rights hereunder with respect to any particular shares of Common Stock by sending written notice, not later than 181 days after the date such notice is given being, Call Commencement Date (the “Call Exercise DateOption Period”). Upon the giving , to such Management Investor of a Call Right Notice, the Company will be obligated its intention to purchase and the Management Stockholder Group will be obligated Common Stock. (d) If, with respect to sell all (or any lesser portion indicated in the Call Right Notice) particular shares of the Callable Equity for the consideration calculated as set forth below. If Common Stock, the Company fails to exercise the Call RightRights during the applicable Call Option Period, then the Sponsor Group (or any Affiliate Investors will have the Call Rights specified in this Section 2.14 for a period commencing on the date of the Sponsor Group as such may be assigned to by expiration of the Sponsor Group) Call Option Period, and ending 30 days thereafter and each Investor may exercise the Call Right Rights by sending written notice to such Management Investor within thirty (30) days after such time period. If the expiration of the aforesaid one-year period by giving one or more written notices (eachInvestors, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) aggregate, elect to exercise Call Rights with respect to a number of shares of Common Stock greater than the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrarynumber of such shares held by such Management Investor and his Permitted Transferees, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event each Investor shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any exercise the Call Right Notice or Sponsor Group Rights in relative proportions to the percentage ownership of the shares of Equity Securities of the Investors electing to exercise Call Right Notice, as applicable, with Rights. With respect to any Shares (including any Shares issued upon the exercise particular shares of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months. (i) In the case of either (x) a Termination for Cause or (y) a Restrictive Covenant ViolationCommon Stock, the consideration will purchase price payable by the Investors shall be equal to the lesser of (1) the Cost of such Shares and (2) the determined in accordance with Section 2.14(b); provided that Fair Market Value of such Shares on the Call Exercise Date or the Sponsor Group Call Exercise Date, as applicable; and (ii) In the case of a Termination for any reason other than for Cause, the consideration will shall be equal to the Fair Market Value of such Shares on the Call Exercise Date or the Sponsor Group Call Exercise Date, as applicable; provided, that determined if an Initial Public Offering or Change in Control occurs during the three (3) month period following the Call Exercise Date or Sponsor Group Call Exercise Date, as applicable, the Management Stockholder will be entitled to receive the excess, if any, of the Fair Market Value of such Shares applicable as of the date the first Investor exercises a Call Right with respect to such shares of such Initial Public Offering or Change Common Stock. The Company agrees to promptly provide, upon request, the address of any Management Investor listed in Control over the Fair Market Value personnel records of such Shares paid by the Company or the Sponsor Group on the applicable Call Exercise Date or Sponsor Group Call Exercise DateCompany. (be) The closing for all purchases and sales of Callable Equity pursuant to this Section 5 will be at the principal executive offices of the Company within thirty (30) days after the Call Exercise Date or the Sponsor Group Call Exercise Date, as the case may be. The purchase price for the Callable Equity will be paid to the Management Stockholder (or his or her estate or beneficiary, as applicable) in cash, by cashier’s check or by wire transfer of funds. The Management Stockholder Group will cause the Callable Equity to be delivered to the Company or the Sponsor Group, as the case may be, at the closing free and clear of all liens, claims, charges, restrictions or encumbrances of any kind, other than those which continue to apply pursuant to the terms of this Agreement. The Management Stockholder Group will take all such actions and deliver all such documents and instruments as the Company or the Sponsor Group, as the case may be, reasonably requests to vest in the Company or the Sponsor Group, respectively, title to the Callable Equity free of any lien, claim, charge, restriction or encumbrance incurred by or through the Management Stockholder Group. (c) Notwithstanding anything in this Section 5 to the contrary, if (i) there exists and is continuing a default or an event of default on the part of any member of the Company Group under any loan, guarantee or other agreement under which any member of the Company Group has borrowed money or if the repurchase of Callable Equity would result in a default or an event of default on the part of the Company or any Affiliate of the Company under any such agreement or if a repurchase would not be permitted under the Delaware General Corporation Law (or if the Company reincorporates in another state, the business corporation law of such state) or any federal or state securities laws or regulations (each such occurrence being an “Event”) and (ii) the Sponsor Group has not elected to acquire all Callable Equity which the Company and the Sponsor Group have a right to purchase pursuant to this Section 52.14 will take place at the principal office of the Company on the 30th day after the giving of the applicable notice. In the event of any purchase by Investors, such Investors will pay the purchase price for such Common Stock by delivery of a bank cashier’s check or a certified check for the purchase price. In the event of any purchase by the Company, the Company will, to the extent it has exercised its Call Right and subject to the rescission rights below, in order to complete will pay the purchase price for such Common Stock (i) by delivery of a bank cashier’s check or a certified check of the Company for the purchase price or (ii) if the Company is prohibited from paying cash under any Callable Equity pursuant to this Section 5financing arrangement or otherwise, deliver to the Management Stockholder by delivery of a promissory note with a principal amount equal to the amount payable under this Section 5, having terms acceptable to the Company’s (and its Affiliates’, as applicable) lenders and permitted under the Company’s (and its Affiliates’, as applicable) debt instruments but which in any event (x) shall be mandatorily payable in installments of up to five years, and (y) shall bear bearing interest at a rate equal to the Prime Rate. In lieu thereofSettlement Rate (as defined in the Purchase Agreement) in effect as of the date of the closing of the purchase; provided that in the event of any such prohibition, the Company, in its sole discretion, may rescind Company will have the option of delaying the exercise of such the Call Right, Rights until 60 days after the financing and other restrictions lapse in which case, the period upon which case the Call Right may be exercised by the Company Rights shall be tolled remain in full force and effect until thirty (30) days following the date on which there ceases to be any Event, and the Company may exercise the Call Right at any time during such thirty (30) day period pursuant to this Section 5time. (d) The rights set forth in this Section 5 shall terminate upon immediately prior to the earlier to occur of a Change in Control and the consummation of an Initial Public Offering.

Call Rights. (a) Each Management Stockholder agrees that Upon the date the Participant ceases to serve as an employee of the Company and for any reason (a “Call Event Date”), the Sponsor Group, collectively, will each have a call right Company may elect (the “Call Right”) to repurchase all or any portion of the vested Award Shares held by the Participant on the Shares (including without limitationCall Event Date, any Shares issued following a Termination pursuant to in accordance with the exercise of Options or otherwise) (the “Callable Equity”) after either a Termination for any reason or a Restrictive Covenant Violation (any such event, a “Call Event”) as terms and conditions set forth in this Section 57. Upon a Call Event, the The Company may exercise the Call Right with respect to all or any portion of the Callable Equity by one or more delivering written notices (each, a “Call Right Notice”) delivered notice to the Management Stockholder at any time during the period commencing on the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and ending on the first anniversary of the later of Participant within twelve (x12) the date of Termination or the date on which the Board acquires actual knowledge of the occurrence of the Restrictive Covenant Violation, as applicable, and (y) for each Share acquired upon the exercise of an Option or similar purchase right, the date on which such Share was acquired (the date such notice is given being, the “Call Exercise Date”). Upon the giving of a Call Right Notice, the Company will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the Call Right Notice) of the Callable Equity for the consideration calculated as set forth below. If the Company fails to exercise the Call Right, then the Sponsor Group (or any Affiliate of the Sponsor Group as such may be assigned to by the Sponsor Group) may exercise the Call Right within thirty (30) days after the expiration of the aforesaid one-year period by giving one or more written notices (each, a “Sponsor Group Call Right Notice”) to the Management Stockholder that the Sponsor Group (or Affiliate thereof) is exercising the Call Right (the date such notice is given being, the “Sponsor Group Call Exercise Date”). Upon the giving of a Sponsor Group Call Right Notice, the Sponsor Group will be obligated to purchase and the Management Stockholder Group will be obligated to sell all (or any lesser portion indicated in the aforesaid notice) of the Callable Equity for the consideration calculated as set forth below. Notwithstanding anything herein to the contrary, if determined to be necessary by the Company in order to avoid an additional compensation expense, in no event shall the Company or the Sponsor Group (or any Affiliate of the Sponsor Group) be entitled to deliver any Call Right Notice or Sponsor Group Call Right Notice, as applicable, with respect to any Shares (including any Shares issued upon the exercise of an Option or similar purchase right in respect of any other Award) unless and until such Shares have been issued, vested (if applicable) and outstanding for at least six (6) months. (i) In the case of either (x) a Termination for Cause or (y) a Restrictive Covenant Violation, the consideration will be equal to the lesser of (1) the Cost of such Shares and (2) the Fair Market Value of such Shares on the Call Exercise Date or the Sponsor Group Call Exercise Date, as applicable; and (ii) In the case of a Termination for any reason other than for Cause, the consideration will be equal to the Fair Market Value of such Shares on the Call Exercise Date or the Sponsor Group Call Exercise Date, as applicable; provided, that if an Initial Public Offering or Change in Control occurs during the three (3) month period months following the Call Exercise Date or Sponsor Group Call Exercise Date, as applicable, the Management Stockholder will be entitled to receive the excess, if any, of the Fair Market Value of such Shares as of the date of such Initial Public Offering or Change in Control over the Fair Market Value of such Shares paid by the Company or the Sponsor Group on the applicable Call Exercise Date or Sponsor Group Call Exercise Event Date. (b) The closing purchase price to be paid by the Company to the Participant for all purchases and sales each vested Restricted Share repurchased as a result of Callable Equity the Company’s exercise of the Call Right will be the Fair Market Value of such Restricted Share as of the date of the Company’s written notice of exercise to the Participant. The Company will pay for the vested Award Shares to be purchased by it pursuant to this Section 5 the Company’s exercise of the Call Right, at its option, after offset of bona fide debts owed by the Participant, by a check or wire transfer of immediately available funds. The Company will be at entitled to receive customary representations and warranties from the principal executive offices Participant regarding such sale, including, without limitation, with respect to title and freedom from encumbrances. The closing of the Company within purchase of the Award Shares pursuant to the Company’s exercise of the Call Right shall take place on the date designated by the Company, which date shall not be more than thirty (30) days nor less than five (5) days after the Call Exercise Date or date of the Sponsor Group Call Exercise Date, as the case may be. The purchase price for the Callable Equity will be paid written notice of exercise to the Management Stockholder Participant. If the Company elects to defer the closing date to more than fifteen (or his or her estate or beneficiary, as applicable15) in cash, by cashier’s check or by wire transfer days after the date of funds. The Management Stockholder Group will cause the Callable Equity to be delivered written notice of exercise to the Company or Participant, then (a) any portion of the Sponsor Group, applicable payment that shall not have been made as of fifteen (15) days after the case may be, at date of the closing free and clear written notice of all liens, claims, charges, restrictions or encumbrances of any kind, other than those which continue to apply pursuant exercise to the terms of this Agreement. The Management Stockholder Group will take all such actions and deliver all such documents and instruments as the Company or the Sponsor Group, as the case may be, reasonably requests to vest in the Company or the Sponsor Group, respectively, title to the Callable Equity free of any lien, claim, charge, restriction or encumbrance incurred by or through the Management Stockholder Group. (c) Notwithstanding anything in this Section 5 to the contrary, if (i) there exists and is continuing a default or an event of default on the part of any member of the Company Group under any loan, guarantee or other agreement under which any member of the Company Group has borrowed money or if the repurchase of Callable Equity would result in a default or an event of default on the part of the Company or any Affiliate of the Company under any such agreement or if a repurchase would not be permitted under the Delaware General Corporation Law (or if the Company reincorporates in another state, the business corporation law of such state) or any federal or state securities laws or regulations (each such occurrence being an “Event”) and (ii) the Sponsor Group has not elected to acquire all Callable Equity which the Company and the Sponsor Group have a right to purchase pursuant to this Section 5, the Company will, to the extent it has exercised its Call Right and subject to the rescission rights below, in order to complete the purchase of any Callable Equity pursuant to this Section 5, deliver to the Management Stockholder a promissory note with a principal amount equal to the amount payable under this Section 5, having terms acceptable to the Company’s (and its Affiliates’, as applicable) lenders and permitted under the Company’s (and its Affiliates’, as applicable) debt instruments but which in any event (x) Participant shall be mandatorily payable in installments of up to five years, and (y) shall bear accrue interest at a rate equal of fifteen percent (15%) per annum, from and including the date that is fifteen (15) days after the date of the written notice of exercise, through and including the payment date. For purposes of determining the Fair Market Value purchase price, Fair Market Value will be based on the average closing price of a share of Common Stock as reported in the Wall Street Journal for the five trading days immediately preceding the date of the written notice of exercise to the Prime Rate. In lieu thereof, the Company, in its sole discretion, may rescind the exercise of such Call Right, in which case, the period upon which the Call Right may be exercised by the Company shall be tolled until thirty (30) days following the date on which there ceases to be any Event, and the Company may exercise the Call Right at any time during such thirty (30) day period pursuant to this Section 5Participant. (d) The rights set forth in this Section 5 shall terminate upon immediately prior to the earlier to occur of a Change in Control and the consummation of an Initial Public Offering.