Common use of Repurchase Option Clause in Contracts

Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option ---------------- (the "Repurchase Option") to repurchase all or any portion of the Shares held by ----------------- Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option, of which (A) three forty-eighths (3/48) of the Shares shall be vested on the date that is three months from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter until such Shares are fully vested. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.

Repurchase Option. (ia) All of the Shares shall be subject to the right of the Company to repurchase the Shares ("Repurchase Option") as set forth in this Section 2. In the event the Purchaser shall cease to be employed by the Company, including a parent or subsidiary of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company Company, for any reason (including death or disability)reason, with or without cause, including involuntary termination, death, or temporary or permanent disability (a "Termination"), the Repurchase Option shall come into effect. Following a Termination, the Company shall upon have the date right, as provided in subsection (c) of such termination (the "Termination Date") have an irrevocablethis Section 2, exclusive option ---------------- (the "Repurchase Option") to repurchase all or any portion of the Shares held by ----------------- Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option Purchaser or his successor, as the case may be, at the original purchase price per Share specified share originally paid as set forth in Section 1 (adjusted for any stock splits"Option Price"), stock dividends that fraction of the Shares, the numerator of which shall be a number equal to 48 minus the total number of full calendar months elapsed from __________,19 (the "Commencement Date"), and the like)denominator of which shall be 48. (iib) The consolidation or merger of the Company with another corporation or the sale by this Company of all or substantially all of its assets shall have no effect upon the right or ability of the Company or such successor corporation to exercise any rights provided in this Agreement. (c) Within 90 days following a Termination, the Company may exercise the Repurchase Option shall be exercised by the Company by written notice delivered or mailed as provided in Section 14 (with a copy to Purchaser or Purchaser's executor and, at the Escrow Agent referred to in Section 7). At the Company's option, the Option Price for the Shares repurchased may be paid (Ai) by delivery to Purchaser or Purchaser's executor with such notice of a check to the Purchaser or his executor in the amount of the purchase price for the Shares being purchasedrepurchased, or (Bii) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such the Purchaser's indebtedness to the Company equal to the purchase price for the Shares being repurchased, or (Ciii) by a combination of (Ai) and (Bii) so that the combined payment and cancellation of indebtedness equals such purchase repurchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described aboverepurchase price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest interests therein or related theretoshall be canceled, and the Company Purchaser shall have no longer be considered the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%) owner of the Shares shall initially be subject to the Repurchase Option, of which (A) three forty-eighths (3/48) of the Shares shall be vested on the date that is three months from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option (provided in each case that Purchaser's employment repurchased for record or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter until such Shares are fully vested. Fractional shares shall be rounded to the nearest whole shareother purposes. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.

Repurchase Option. (ia) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship services of Purchaser with the Company for any reason (including death or disability), with or without causeCompany, the Company shall shall, upon the date of such termination (the "Termination Date") ), have an irrevocable, exclusive option ---------------- (the "Repurchase Option") for a period of ninety (90) days from the Termination Date to repurchase all or any portion of the Shares held by ----------------- Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original a purchase price of $0.037 per Share specified in Section 1 (share, adjusted for any future stock splits, stock dividends and the like). (iib) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's his executor and, at the Company's option, (Ai) by delivery to Purchaser or Purchaser's his executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (Bii) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (Ciii) by a combination of (Ai) and (Bii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iiic) One hundred percent (100%) of the The Shares held by Purchaser shall initially be subject to the Repurchase Option, of which (A) three forty-eighths (3/48) of the Shares shall be vested on the date that is three months from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option under this Section 3.1 as follows (provided in each case that Purchaser's employment or consulting relationship with the Company has services have not been terminated prior to the date of any such release): 33 2/3% of the total number of Shares (1,333,333 Shares) are released from the Repurchase Option as of June 24, 1998, and an additional 1/24th of the total number of Shares (111,111.11 Shares) shall be released from the Repurchase Option at the end of each full month thereafter thereafter, until such all Shares are fully vestedreleased from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. (ivd) In Notwithstanding the foregoing, in the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, that Purchaser's employment with or consultancy, as the case may be, with consulting services to the Company (are terminated without Cause or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as such terms are defined below). ) the Repurchase Option shall immediately terminate with respect to, and Purchaser shall acquire a vested interest in, all of the then remaining unvested Shares previously subject to the Repurchase Option. (e) For purposes of this Agreement, "Cause" means fraud, misappropriation shall mean the happening of one or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation more of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.following events:

Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's ’s employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "“Termination Date"”) have an irrevocable, exclusive option ---------------- (the "“Repurchase Option"”) for a period of 60 days from such date to repurchase all or any portion of the Shares held by ----------------- Purchaser as of the Termination Date which have not yet been released from the Company's ’s Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's ’s executor and, at the Company's ’s option, (A) by delivery to Purchaser or Purchaser's ’s executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. <<VestingSchedule>>, of which (A) three forty-eighths (3/48) of the until all Shares shall be vested on the date that is three months from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter until such Shares are fully vestedOption. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.

Repurchase Option. (i) In the event Upon expiration of the voluntary Additional Term at its natural expiration date, or involuntary upon delivery of notice of termination of Purchaser's employment or consulting relationship with the Company for any reason (including death or disabilitythis Agreement from Sears to Purchaser pursuant to Section 13.2(b), Sears shall have the option to purchase, or arrange for the purchase by another Person, from Purchaser (A) all (but not less than all) of the Accounts, along with all (but not less than all) of the Accounts Receivables originated under such Accounts (other than Accounts that have been charged-off, or without causehave had electronic notice of bankruptcy or notice of fraud given), the Company shall upon together with all related Account Documentation and other data, books and records and Cardholder Information that is in existence as of the date of such termination (the "Termination Date") have an irrevocable, exclusive option ---------------- (the "Repurchase Option") to repurchase all or any portion of the Shares held by ----------------- Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like). (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) purchase; and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%but not less than all) of the Shares shall initially be subject New Financial Products, together with all related documentation and other data, books and records and Cardholder Information that is in existence as of the date of such purchase; (collectively, the “Sears Repurchase Assets”), on the terms and conditions set forth in this Article XIII. For clarity and notwithstanding anything else to the contrary in this Agreement, in no event shall the closing of any sale of the Sears Repurchase Option, of which Assets occur pursuant to this Agreement other than in the event that either (i) (A) three forty-eighths (3/48) of the Shares shall be vested on the date that Additional Term option is three months from the Vesting Commencement Date (as set forth on the signature page of this Agreementexercisable and exercised by Sears in accordance with Section 13.1(b), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option (provided in each case that Purchaser's employment Additional Term is fully completed; or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter until such Shares are fully vested. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger Sears has validly terminated this Agreement pursuant to Section 13.2(b) following any applicable notice and cure periods. The parties agree that the Amended and Restated Program Agreement will provide for rights for Sears in connection with Section 13.2(g) that are substantially similar to the rights provided in this Section 13.5(a) with respect to Section 13.2(b), with such rights to be provided to Sears to include, for the avoidance of doubt, the option to purchase, or consolidation in which arrange for the Company is a party or (iii) the salepurchase by another Person, exchange or transfer of all or substantially all from Purchaser of the assets Sears Repurchase Assets upon delivery of notice of termination of this Agreement from Sears to Purchaser pursuant to Section 13.2(g); provided, that the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.Amended and Restated Program Agreement incorporates an updated Exhibit L.

Repurchase Option. (i) In the event of the any voluntary or involuntary termination of the Purchaser's employment by or consulting relationship with services to the Company for any or no reason (including death or disability) before all of the Shares are released from the Company's repurchase option (see Section 5), with or without cause, the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the "Termination Date"Company) have an irrevocable, exclusive option ---------------- (the "Repurchase Option") for a period of 90 days from such date to repurchase all or any portion (but not less than all) of the Shares held by ----------------- Purchaser that shall constitute the Unreleased Shares (as of the Termination Date which have not yet been released from the Company's Repurchase Option defined in Section 4) at such time, at the original purchase price of $5.00 per Share specified in Section 1 share (adjusted for any stock splits, stock dividends and the like"Repurchase Price"). (ii) The Repurchase Option . Such option shall be exercised by the Company by written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder) and, at the Company's option, (Ai) by delivery to the Purchaser or the Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchasedrepurchased, or (Bii) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such the Purchaser's indebtedness to the Company equal to the purchase price for the Shares being repurchased, or (Ciii) by a combination of (Ai) and (Bii) so that the combined payment and cancellation of indebtedness equals such purchase pricethe aggregate Repurchase Price. Upon delivery of such notice and the payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option, of which (A) three forty-eighths (3/48) of the Shares shall be vested on the date that is three months from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter until such Shares are fully vested. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.

Repurchase Option. (i) In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option ---------------- (the "Repurchase Option") for a period of 60 days from such ----------------- date to repurchase all or any portion of the Shares held by ----------------- Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the -------- ------- Repurchase Option shall Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commision. continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company to not qualify as "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended. (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%) The Repurchase Option shall be in effect with respect to 75% of the Shares and shall initially be subject lapse as to the Repurchase Option, 1/48 of which (A) three forty-eighths (3/48) of the Shares shall be vested such shares on the date that is three months from monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the until all Shares shall vest and be are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter until such Shares are fully vested). The remaining 25% shall not be subject to the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.

Repurchase Option. (i) In the event of the any voluntary or involuntary termination of the Purchaser's employment by or consulting relationship with services to the Company for any or no reason (including death or disability) before all of the Shares are released from the Company's repurchase option (see Section 4), with or without cause, the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the "Termination Date"Company) have an irrevocable, exclusive option ---------------- for a period of ninety (the "Repurchase Option"90) days from such date to repurchase all or any portion (but not less than all) of the Shares held by ----------------- Purchaser that shall constitute the Unreleased Shares (as of the Termination Date which have not yet been released from the Company's Repurchase Option defined in Section 4) at such time, at the original purchase price of $0.60 per Share specified in Section 1 share (adjusted for any stock splits, stock dividends and the like"Repurchase Price"). (ii) The Repurchase Option . Such option shall be exercised by the Company by written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder) and, at the Company's option, (Ai) by delivery to the Purchaser or the Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchasedrepurchased, or (Bii) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such the Purchaser's indebtedness to the Company equal to the purchase price for the Shares being repurchased, or (Ciii) by a combination of (Ai) and (Bii) so that the combined payment and cancellation of indebtedness equals such purchase pricethe aggregate Repurchase Price. Upon delivery of such notice and the payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option, of which (A) three forty-eighths (3/48) of the Shares shall be vested on the date that is three months from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter until such Shares are fully vested. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.

Repurchase Option. (iof the Shares shall initially be Unvested Shares, and shall only become Vested Shares in accordance with the provisions of Section 3(b) hereof. In the event of the (A) Purchaser’s voluntary or involuntary termination Termination of Purchaser's employment or consulting relationship Service of with the Company for any reason (including death or disability), with or without cause; or (B) upon an involuntary transfer of Shares contemplated pursuant to Section 3(e) hereof, the Company, or its assignee(s), as determined by the Board of Directors of the Company (the “Board”), shall upon the date of such termination (the "“Termination Date") have an irrevocable, exclusive option ---------------- (the "Repurchase Option") to repurchase all or any portion of the Shares held by ----------------- Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like”). (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount date of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option, of which (A) three forty-eighths (3/48) of the Shares shall be vested on the date that is three months from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter until such Shares are fully vested. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancyinvoluntary transfer, as the case may be, with and thereafter as herein contemplated, have an irrevocable, exclusive option (the Company “Repurchase Option”) to repurchase (x) all or any portion of the Company's successorUnvested Shares held by Purchaser as of the Termination Date; and, (y) is either terminated by in the Company (event of an involuntary transfer, all or a portion of the Company's successor) other than for Cause Shares which are the subject of an involuntary transfer, in each case, at a per share price equal to the Repurchase Option Purchase Price (as defined below) or terminated by the Purchaser for Good Reason (as defined in Section 10 below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to hereby acknowledges that the Company (has no obligation, either now or in the Company`s successor)future, to repurchase any of the shares of Stock, whether vested or unvested, at any time. Further, Purchaser acknowledges and understands that, in the event that the Company repurchases Shares, the Purchaser's conviction of a felony involving moral turpitude, or repurchase price may be less than the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction price Purchaser originally paid and that Purchaser bears any risk associated with the potential loss in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may bevalue.

Repurchase Option. (i) In the event of the any voluntary or involuntary termination of the Purchaser's employment by or consulting relationship with services to the Company for any or no reason (including death or disability) before all of the Shares are released from the Company's repurchase option (see Section 5), with or without cause, the Company shall shall, upon the date of such termination (as reasonably fixed and determined by the "Termination Date"Company) have an irrevocable, exclusive option ---------------- for a period of ninety (the "Repurchase Option"90) days from such date to repurchase all or any portion (but not less than all) of the Shares held by ----------------- Purchaser that shall constitute the Unreleased Shares (as of the Termination Date which have not yet been released from the Company's Repurchase Option defined in Section 5) at such time, at the original purchase price of $5.00 per Share specified in Section 1 share (adjusted for any stock splits, stock dividends and the like"Repurchase Price"). (ii) The Repurchase Option . Such option shall be exercised by the Company by written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder) and, at the Company's option, (Ai) by delivery to the Purchaser or the Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchasedrepurchased, or (Bii) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such the Purchaser's indebtedness to the Company equal to the purchase price for the Shares being repurchased, or (Ciii) by a combination of (Ai) and (Bii) so that the combined payment and cancellation of indebtedness equals such purchase pricethe aggregate Repurchase Price. Upon delivery of such notice and the payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest interests therein or related relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. (iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option, of which (A) three forty-eighths (3/48) of the Shares shall be vested on the date that is three months from the Vesting Commencement Date (as set forth on the signature page of this Agreement), and (B) an additional one forty-eighth (1/48) of the Shares shall vest and be released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release) each month thereafter until such Shares are fully vested. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Change in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction, and the remaining fifty percent (50%) of all unvested Shares shall be fully vested upon the consummation of the Change in Control Transaction if and only if, within twelve (12) months of the consummation of such Change in Control Transaction, Purchaser's employment or consultancy, as the case may be, with the Company (or the Company's successor) is either terminated by the Company (or the Company's successor) other than for Cause (as defined below) or terminated by the Purchaser for Good Reason (as defined below). For purposes of this Agreement, "Cause" means fraud, misappropriation or embezzlement on the part of Purchaser which results in material loss, damage or injury to the Company (or the Company`s successor), the Purchaser's conviction of a felony involving moral turpitude, or the Purchaser's gross neglect of duties. For purposes of this Agreement, "Good Reason" means (A) a material reduction in compensation, (B) a relocation of the Purchaser's principal worksite to a location more than fifty (50) miles from the Purchaser's pre-Change of Control Transaction worksite or (C) a demotion or a material reduction in responsibilities or authority from Purchaser's pre-Change of Control Transaction position. For the purposes of this Agreement, a "Change in Control Transaction" shall mean (i) the direct or indirect sale of or exchange in a single series of related transactions by the shareholders of the Company of more than fifty percent (50%) of the voting stock of the Company, (ii) a merger or consolidation in which the Company is a party or (iii) the sale, exchange or transfer of all or substantially all of the assets of the Company, in each case wherein the shareholders of the Company immediately before such transaction or single series of related transactions do not retain immediately after such transaction or single series of related transactions, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before such transaction or single series of related transactions, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred, as the case may be.