Common use of Continuation of Vesting and Repurchase Rights Clause in Contracts

Continuation of Vesting and Repurchase Rights. If there are any Unvested Company Shares issued and outstanding immediately prior to the Effective Time, then the right to recover or extinguish such Unvested Company Shares under the terms of any Contract with the Company shall be assigned to Acquiror and the cash payable upon conversion of such Unvested Company Shares in the Merger (the “Unvested Cash”) shall be, in place of such Unvested Company Shares, equally subject to such right assigned to Acquiror and shall be withheld by Acquiror and paid without interest to the holders of such Unvested Company Shares if and to the extent such assigned right expires unexercised by Acquiror pursuant to the terms of the applicable Contract with the Company; provided, however, that the Surviving Corporation and Acquiror shall be entitled to deduct and withhold from such payments the amount of withholding imposed for Taxes as required by Applicable Law; provided further, that a portion of such newly vested cash so distributed may be treated as imputed interest and will be so treated to the extent required under the Code and the regulations promulgated thereunder; provided further, that for administrative convenience, Acquiror may in its discretion make all such required payments of newly vested cash according to its normal payroll schedule following the date within a month upon which such cash became vested. Notwithstanding the foregoing, if any such holder paid for Unvested Company Shares with promissory notes, Unvested Cash which vests shall first be applied towards repayment of accrued interest and then outstanding principal under such promissory notes before being distributed to such holder. The Company shall take all actions that may be reasonably necessary to ensure that, from and after the Effective Time, Acquiror (or its assignee) is entitled to exercise any such right assigned hereunder, such that any Unvested Cash shall be returned to Acquiror without payment to such holder (other than payment of the original purchase price of any Unvested Company Shares converted into Unvested Cash upon exercise of the applicable right by Acquiror according to the terms of the Contract with the Company governing such Unvested Company Shares as of immediately prior to the Effective Time).

Continuation of Vesting and Repurchase Rights. If there are any Unvested Company Shares issued and outstanding immediately prior to the Effective Time, then the right to recover or extinguish such Unvested Company Shares under the terms of any Contract with the Company shall be assigned to Acquiror and the cash payable upon conversion of such Unvested Company Shares in the Merger (the “Unvested Cash”"UNVESTED CASH") shall be, in place of such Unvested Company Shares, equally subject to such right assigned to Acquiror and shall be withheld by Acquiror and paid without interest to the holders of such Unvested Company Shares if and to the extent such assigned right expires unexercised by Acquiror pursuant to the terms of the applicable Contract with the Company; provided, however, that the Surviving Corporation and Acquiror shall be entitled to deduct and withhold from such payments the amount of withholding imposed for Taxes as required by Applicable Lawtaxes; provided further, that a portion of such newly vested cash so distributed may be treated as imputed interest and will be so treated to the extent required under the Code and the regulations promulgated thereunder; provided further, that for administrative convenience, Acquiror may in its discretion make all such required payments of newly vested cash according to its normal payroll schedule following the date within a month upon which such cash became vested. Notwithstanding the foregoing, if any such holder paid for Unvested Company Shares with promissory notes, Unvested Cash which vests shall first be applied towards repayment of accrued interest and then outstanding principal under such promissory notes before being distributed to such holder. The Company shall take all actions that may be reasonably necessary to ensure that, from and after the Effective Time, Acquiror (or its assignee) is entitled to exercise any such right assigned hereunder, such that any Unvested Cash shall be returned to the Acquiror without payment to such holder (other than payment of the original purchase price of any Unvested Company Shares converted into Unvested Cash upon exercise of the applicable right by Acquiror according to the terms of the Contract with the Company governing such Unvested Company Shares as of immediately prior to the Effective Time). No Unvested Cash, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Acquiror, or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of such Person, prior to the distribution to such Person of such Unvested Cash in accordance with this Agreement.

Continuation of Vesting and Repurchase Rights. If there any shares --------------------------------------------- of Worldprints Common Stock that are outstanding immediately prior to the Effective Time are (a) unvested or are subject to a repurchase option (other than a right of first refusal), risk of forfeiture, or other condition providing that such shares may be forfeited or repurchased by Worldprints upon any termination of the shareholder's employment, directorship or other relationship with Worldprints (and/or any affiliate of Worldprints) under the terms of any restricted stock purchase agreement or other agreement with Worldprints that does not by its terms provide that such repurchase option, risk of forfeiture or other condition lapses automatically upon consummation of the Merger ("Unvested Company Worldprints Shares") or (b) subject to a contractual restriction on the transfer of such shares, other than a right of first refusal ("Restricted Worldprints Shares"), then the shares of Excite@Home Common Stock and Excite@Home Preferred Stock issued upon the conversion of such Unvested Worldprints Shares issued or Restricted Worldprints Shares in the Merger will continue to be unvested and outstanding will continue to be subject to the same repurchase options, risks of forfeiture, restrictions on transfer (other than a right of first refusal) or other conditions, as applicable, immediately following the Effective Time as they were subject to immediately prior to the Effective Time, then the right to recover or extinguish such Unvested Company Shares under the terms of any Contract with the Company shall be assigned to Acquiror and the cash payable upon conversion certificates representing such shares of Excite@Home Common Stock and Excite@Home Preferred Stock shall accordingly be marked with appropriate legends noting such Unvested Company Shares in the Merger (the “Unvested Cash”) repurchase options, risks of forfeiture, restrictions on transfer or other conditions. Worldprints shall be, in place of such Unvested Company Shares, equally subject use reasonable efforts to such right assigned to Acquiror and shall be withheld by Acquiror and paid without interest to the holders of such Unvested Company Shares if and to the extent such assigned right expires unexercised by Acquiror pursuant to the terms of the applicable Contract with the Company; provided, however, that the Surviving Corporation and Acquiror shall be entitled to deduct and withhold from such payments the amount of withholding imposed for Taxes as required by Applicable Law; provided further, that a portion of such newly vested cash so distributed may be treated as imputed interest and will be so treated to the extent required under the Code and the regulations promulgated thereunder; provided further, that for administrative convenience, Acquiror may in its discretion make all such required payments of newly vested cash according to its normal payroll schedule following the date within a month upon which such cash became vested. Notwithstanding the foregoing, if any such holder paid for Unvested Company Shares with promissory notes, Unvested Cash which vests shall first be applied towards repayment of accrued interest and then outstanding principal under such promissory notes before being distributed to such holder. The Company shall take all actions that may be reasonably necessary to ensure that, from and after the Effective Time, Acquiror (or its assignee) Excite@Home is entitled to exercise any such repurchase option or other right assigned hereunder, set forth in any such that restricted stock purchase agreement or other agreement and to enforce any Unvested Cash shall be returned to Acquiror without payment to such holder contractual restriction on transfer (other than payment a right of the original purchase price of any Unvested Company Shares converted into Unvested Cash upon exercise of the applicable right by Acquiror according to the terms of the Contract with the Company governing such Unvested Company Shares as of immediately prior to the Effective Timefirst refusal).

Continuation of Vesting and Repurchase Rights. If there are any Unvested shares of Company Shares issued and Series 3 Preferred Stock outstanding immediately prior to the Effective TimeTime are unvested or subject to a repurchase option or any other condition providing that such shares may be forfeited to or repurchased by Company or any Affiliate of Company, then as the right to recover case may be, upon any termination of the employment, directorship or extinguish other relationship with Company or any Affiliate of Company of the holder of such Unvested Company Shares shares under the terms of any Contract restricted stock purchase agreement, stock option agreement or other agreement with the Company shall (such shares being referred to herein as "Unvested Company Shares"), then such repurchase option or other condition will be assigned to Acquiror Acquirer and the cash payable shares of Acquirer Common Stock issued upon the conversion of such Unvested Company Shares in the Merger will (the “a) be unvested shares (such shares being referred to herein as "Unvested Cash”Acquirer Shares"), (b) shall bebe converted into Acquirer Common Stock in accordance with Section 2.2(b), in place of such Unvested Company Shares, equally and (c) continue to be subject to such right assigned to Acquiror and shall be withheld by Acquiror and paid without interest to the holders of such same repurchase options or other conditions, as applicable, immediately following the Effective Time as the Unvested Company Shares if and for which such shares of Acquirer Common Stock were exchanged were subject to immediately prior to the extent such assigned right expires unexercised by Acquiror pursuant to the terms of the applicable Contract with the Company; provided, however, that the Surviving Corporation and Acquiror shall be entitled to deduct and withhold from such payments the amount of withholding imposed for Taxes as required by Applicable Law; provided further, that a portion of such newly vested cash so distributed may be treated as imputed interest and will be so treated to the extent required under the Code and the regulations promulgated thereunder; provided further, that for administrative convenience, Acquiror may in its discretion make all such required payments of newly vested cash according to its normal payroll schedule following the date within a month upon which such cash became vested. Notwithstanding the foregoing, if any such holder paid for Unvested Company Shares with promissory notes, Unvested Cash which vests shall first be applied towards repayment of accrued interest and then outstanding principal under such promissory notes before being distributed to such holderEffective Time. The certificates representing Unvested Acquirer Shares will accordingly be marked with appropriate legends noting such repurchase options or other conditions. Company shall will take all actions that may be reasonably necessary to ensure that, from and after the Effective Time, Acquiror Acquirer (or its assignee) is entitled to exercise any such repurchase option or other right assigned hereunderset forth in any such restricted stock purchase agreement, such that any Unvested Cash shall be returned to Acquiror without payment to such holder (stock option agreement or other than payment of the original purchase price of any Unvested Company Shares converted into Unvested Cash upon exercise of the applicable right by Acquiror according to the terms of the Contract with the Company governing such Unvested Company Shares as of immediately prior to the Effective Time)agreement.

Continuation of Vesting and Repurchase Rights. If there are any Unvested shares of Company Shares issued and Stock outstanding immediately prior to the Effective TimeTime are unvested or subject to a repurchase option, then vesting schedule or any other condition or rights of the right Company providing that such shares may be forfeited to recover or extinguish such Unvested repurchased by the Company Shares upon any termination of the relevant relationship (including employment or directorship) of the Company with the holder (or prior holder thereof) under the terms of any Contract restricted stock purchase agreement, stock option agreement (including any stock option agreement under the Company Plan) or other agreement with the Company (such shares being referred to herein as “Unvested Company Shares”), then such repurchase option, vesting schedule, other condition or other rights shall be assigned to Acquiror and Acquirer, the cash payable shares of Acquirer Common Stock issued upon the conversion of such Unvested Company Shares in the Merger (Merger, together with the “Cash Amount payable with respect to each such Unvested Cash”) Company Share pursuant to Section 2.2.2, shall becontinue to be unvested and shall continue to be subject to the same repurchase options, in place vesting schedules, other conditions or rights, as applicable, immediately following the Effective Time as they were subject to immediately prior to the Effective Time. The certificates representing such shares of Acquirer Common Stock shall accordingly be marked with appropriate legends noting such repurchase options, vesting schedules or other conditions. The Cash Amount payable with respect to each such Unvested Company Share shall be withheld by Acquirer at the Closing and shall instead become payable to the holder of such Unvested Company Shares, equally subject to such right assigned to Acquiror and shall be withheld by Acquiror and paid without interest to Share at the holders end of the fiscal quarter of Acquirer in which the unvested share(s) of Acquirer Common Stock into which such Unvested Company Shares if and to the extent such assigned right expires unexercised by Acquiror pursuant to Share has been converted hereunder, become vested in accordance with the terms and conditions of the applicable Contract relevant Company agreement assigned to Acquirer hereunder with respect to such Unvested Share (or upon the date of termination of employment of such holder with the Company; provided, however, that the Surviving Corporation and Acquiror shall be entitled to deduct and withhold from such payments the amount of withholding imposed for Taxes as required by Applicable Law; provided further, that a portion of such newly vested cash so distributed may be treated as imputed interest and will be so treated to the extent required under the Code and the regulations promulgated thereunder; provided further, that for administrative convenience, Acquiror may in its discretion make all such required payments of newly vested cash according to its normal payroll schedule following the date within a month upon which such cash became vested. Notwithstanding the foregoing, if any such holder paid for Unvested Company Shares with promissory notes, Unvested Cash which vests shall first be applied towards repayment of accrued interest and then outstanding principal under such promissory notes before being distributed to such holderevent occurs earlier). The Company shall take all actions that may be reasonably necessary to ensure that, from and after the Effective Time, Acquiror Acquirer (or its assignee) is entitled to exercise any such repurchase option, vesting schedule or other right assigned hereunderset forth in any such restricted stock purchase agreement, such that any Unvested Cash shall be returned to Acquiror without payment to such holder (vesting schedule or other than payment of the original purchase price of any Unvested Company Shares converted into Unvested Cash upon exercise of the applicable right by Acquiror according to the terms of the Contract with the Company governing such Unvested Company Shares as of immediately prior to the Effective Time)agreement.

Continuation of Vesting and Repurchase Rights. If there are any shares of --------------------------------------------- Kendara Common Stock (other than shares of Kendara Common Stock held by the individuals listed on Schedule 2.1.5 ("Advisor Unvested Company Shares issued and Kendara Shares")) outstanding immediately prior to the Effective TimeTime are at the Effective Time unvested or are subject to a repurchase option (other than a right of first refusal) or any other condition providing that such shares may be forfeited to Kendara upon any termination of the stockholder's employment, then the right to recover directorship or extinguish such Unvested Company Shares other relationship with Kendara (and/or any affiliate of Kendara) under the terms of any Contract restricted stock purchase agreement, stock option agreement (including any stock option agreement under the Kendara Plan (as defined below)) or other agreement with the Company Kendara ("Unvested Kendara Shares"), then such repurchase option or other condition shall be assigned to Acquiror Excite@Home and the cash payable shares of Excite@Home Common Stock or Excite@Home Series C Preferred Stock, as the case may be, issued upon the conversion of such Unvested Kendara Shares in the Merger will continue to be unvested and will continue to be subject to the same repurchase options or conditions, as applicable, immediately following the Effective Time as they were subject to immediately prior to the Effective Time; and such repurchase options relating to Advisor Unvested Kendara Shares shall not be assigned to Excite@Home and the shares of Excite@Home Common Stock or Excite@Home Series C Preferred Stock, as the case may be, issued upon conversion of such Advisor Unvested Company Kendara Shares in will be vested but will not be subject to any repurchase options or conditions, as applicable, immediately following the Merger Effective Time. If shares of Kendara Common Stock held by a Kendara Stockholder (the “other than a Kendara Founder) are Unvested Cash”) shall beKendara Shares, in place ninety percent of such Unvested Company Shares, equally subject to such right assigned to Acquiror and Kendara Shares shall be withheld by Acquiror converted into Excite@Home Common Stock in accordance with Section 2.1.2 and paid without interest to the holders of remaining ten percent shall be converted into Excite@Home Series B Preferred Stock in accordance with Section 2.1.2, which Excite@Home Series B Preferred Stock shall be Escrow Shares (as defined in Section 2.5); so that as such Unvested Company Kendara Shares would have vested if and to not converted, the extent such assigned right expires unexercised by Acquiror pursuant to the terms of the applicable Contract with the Company; provided, however, that the Surviving Corporation and Acquiror shall be entitled to deduct and withhold from such payments the amount of withholding imposed for Taxes as required by Applicable Law; provided further, that a portion of such newly vested cash so distributed may be treated as imputed interest and will be so treated to the extent required under the Code Excite@Home Common Stock and the regulations promulgated thereunder; Excite@Home Series B Preferred Stock will vest, provided further, that for administrative convenience, Acquiror may in its discretion make all such required payments of newly vested cash according to its normal payroll schedule following the date within a month upon which such cash became vested. Notwithstanding the foregoing, if any such holder paid for Unvested Company Shares with promissory notes, Unvested Cash which vests Excite@Home Series B Preferred Stock shall first be applied towards repayment of accrued interest and then outstanding principal under such promissory notes before being distributed to such holderremain Escrow Shares. The Company certificates representing such shares of Excite@Home Common Stock and Excite@Home Preferred Stock shall accordingly be marked with appropriate legends noting such repurchase options or other conditions. Kendara shall take all actions that may be reasonably necessary to ensure that, from and after the Effective Time, Acquiror (or its assignee) Excite@Home is entitled to exercise any such repurchase option or other right assigned hereunder, set forth in any such that any Unvested Cash shall be returned to Acquiror without payment to such holder restricted stock purchase agreement or other agreement (other than payment a right of the original purchase price of any Unvested Company Shares converted into Unvested Cash upon exercise of the applicable right by Acquiror according to the terms of the Contract with the Company governing such Unvested Company Shares as of immediately prior to the Effective Timefirst refusal).

Continuation of Vesting and Repurchase Rights. If there are any Unvested shares of Company Shares issued and Stock outstanding immediately prior to the Effective TimeTime are unvested or subject to a repurchase option, then vesting schedule or any other condition providing that such shares may be forfeited to or repurchased by the right to recover Company upon any termination of the relevant relationship (including employment or extinguish such Unvested directorship) of the Company Shares with the holder (or prior holder thereof) under the terms of any Contract restricted stock purchase agreement, stock option agreement (including any stock option agreement under the Company Plan) or other agreement with the Company (such shares being referred to herein as "Unvested Company Shares"), then such repurchase option, vesting schedule or other condition shall be assigned to Acquiror Acquirer and the cash payable shares of Acquirer Common Stock issued upon the conversion of such Unvested Company Shares in the Merger (shall continue to be unvested and shall continue to be subject to the “same repurchase options, vesting schedules or other conditions, as applicable, immediately following the Effective Time as they were subject to immediately prior to the Effective Time. The cash payable upon conversion of Unvested Cash”) Company Shares shall be, in place be withheld by Acquirer and paid to each such holder upon the vesting of the shares of Acquirer Common Stock issued upon conversion of such Unvested Company Shares. The certificates representing such shares of Acquirer Common Stock shall accordingly be marked with appropriate legends noting such repurchase options, equally subject to such right assigned to Acquiror and shall be withheld by Acquiror and paid without interest to the holders of such Unvested Company Shares if and to the extent such assigned right expires unexercised by Acquiror pursuant to the terms of the applicable Contract with the Company; provided, however, that the Surviving Corporation and Acquiror shall be entitled to deduct and withhold from such payments the amount of withholding imposed for Taxes as required by Applicable Law; provided further, that a portion of such newly vested cash so distributed may be treated as imputed interest and will be so treated to the extent required under the Code and the regulations promulgated thereunder; provided further, that for administrative convenience, Acquiror may in its discretion make all such required payments of newly vested cash according to its normal payroll schedule following the date within a month upon which such cash became vested. Notwithstanding the foregoing, if any such holder paid for Unvested Company Shares with promissory notes, Unvested Cash which vests shall first be applied towards repayment of accrued interest and then outstanding principal under such promissory notes before being distributed to such holdervesting schedules or other conditions. The Company shall take all actions that may be are reasonably necessary to ensure that, from and after the Effective Time, Acquiror Acquirer (or its assignee) is shall be entitled to exercise any such repurchase option, vesting schedule or other right assigned hereunderset forth in any such restricted stock purchase agreement, such that any Unvested Cash shall be returned to Acquiror without payment to such holder (vesting schedule or other than payment of the original purchase price of any Unvested Company Shares converted into Unvested Cash upon exercise of the applicable right by Acquiror according to the terms of the Contract with the Company governing such Unvested Company Shares as of immediately prior to the Effective Time)agreement.

Continuation of Vesting and Repurchase Rights. If there are any Unvested shares of Company Shares issued and Capital Stock outstanding immediately prior to the Effective TimeTime are at the Effective Time unvested or are subject to a repurchase option (other than a right of first refusal) or any other condition providing that such shares may be forfeited to Company upon any termination of the shareholder's employment, then the right to recover directorship or extinguish such Unvested other relationship with Company Shares (and/or any affiliate of Company) under the terms of any Contract with restricted stock purchase agreement, stock option agreement (including any stock option agreement under the Company Plan), any Employment and Non-Competition Agreement or other agreement with Company ("Unvested Company Shares"), then such repurchase option or other condition shall be assigned to Acquiror Parent and the cash payable shares of Parent Common Stock issued upon the conversion of such Unvested Company Shares in the Merger (will be unvested shares and will continue to be subject to the “same repurchase options or conditions, as applicable, immediately following the Effective Time as the Unvested Cash”) Company Shares for which such shares were exchanged were subject to immediately prior to the Effective Time. The certificates representing unvested shares of Parent Common Stock shall beaccordingly be marked with appropriate legends noting such repurchase options or other conditions. The Closing Cash Amount payable by Parent with respect to each Unvested Company Share pursuant to Section 2.2.2 shall be held back by Parent at the Closing and shall become payable, in place together with any Hold-Back Cash Amount, to the holder of such Unvested Company SharesShare within five (5) business days of the date that the unvested share(s) of Parent Common Stock, equally subject to such right assigned to Acquiror and shall be withheld by Acquiror and paid without interest to the holders of that have been exchanged for such Unvested Company Shares if and to the extent such assigned right expires unexercised by Acquiror pursuant to Share hereunder, become vested in accordance with the terms and conditions of the applicable Contract relevant Company agreement assigned to Parent hereunder with the Company; provided, however, that the Surviving Corporation and Acquiror shall be entitled respect to deduct and withhold from such payments the amount of withholding imposed for Taxes as required by Applicable Law; provided further, that a portion of such newly vested cash so distributed may be treated as imputed interest and will be so treated to the extent required under the Code and the regulations promulgated thereunder; provided further, that for administrative convenience, Acquiror may in its discretion make all such required payments of newly vested cash according to its normal payroll schedule following the date within a month upon which such cash became vested. Notwithstanding the foregoing, if any such holder paid for Unvested Company Shares with promissory notes, Unvested Cash which vests shall first be applied towards repayment of accrued interest and then outstanding principal under such promissory notes before being distributed to such holderShare. The Company shall take all actions that may be reasonably necessary to ensure that, from and after the Effective Time, Acquiror (or its assignee) Parent is entitled to exercise any such repurchase option or other right assigned hereunderset forth in any such restricted stock purchase agreement, such that any Unvested Cash shall be returned to Acquiror without payment to such holder (stock option agreement, Employment and Non-Competition Agreement or other than payment of the original purchase price of any Unvested Company Shares converted into Unvested Cash upon exercise of the applicable right by Acquiror according to the terms of the Contract with the Company governing such Unvested Company Shares as of immediately prior to the Effective Time)agreement.