Common use of Repurchase Option Clause in Contracts

Repurchase Option. (a) In the event of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (ai) 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 Unvested 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 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 Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Notice of Stock Option Grant until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. (iv) In the event of a Separation, the Purchased Securities (whether vested proposed sale of all or unvested and whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members substantially all of the Company, then such Subsidiary will be treated as 's assets or a merger of the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such dateinto another corporation, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units terminate automatically and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect Shares subject to purchase all of the Purchased Securities pursuant those terminated rights shall immediately vest in full, except to the Repurchase Option, extent the Investors shall be entitled to exercise Agreement is assumed by the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of successor corporation or a class parent or type greater than the number of Available Securities subsidiary of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of successor corporation in which case the Repurchase Option shall take place on continue to lapse in accordance with the later of the date designated by the Company Vesting Schedule set forth in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Stock Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such saleGrant. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (ai) In Subject to Section 3(a)(iv), in the event of a Separationthe termination of Purchaser's employment or consulting relationship with the Company for any reason, with or without cause, the Purchased Securities Company shall upon the date of such termination (whether vested the "Termination Date") have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days from such date to repurchase all or unvested and whether any portion of the Shares held by Executive or 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 continue for a period of up to one or more of Executive’s transferees, other than year from the Termination Date to the extent that the Company and the Investorsreasonably determines that such (ii) will The Repurchase Option shall be subject to repurchase, in each case exercised by the Company and by written notice to Purchaser or Purchaser's executor and, at the Investors pursuant Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the terms and conditions set forth amount of the purchase price for the Shares being purchased, or (B) in this Section 3 and in Section 5 (the “Repurchase Option”). If there event Purchaser is a Subsidiary Public Offering and the securities of such Subsidiary are distributed indebted to the members of the Company, then such Subsidiary will be treated as by cancellation by the Company of an amount of such indebtedness equal to the purchase price for purposes the Shares being repurchased, or (C) by a combination of this Section 3 (A) and Section 5 with respect to any repurchase (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the securities purchase price in any of such Subsidiarythe 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. (biii) In the event of a Separation, the Company One hundred percent (with the approval 100%) of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (Shares shall initially be subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, 1/48 of the Investors total number of Shares shall be entitled to exercise released from the Repurchase Option for allat the end of each month after the Vesting Commencement Date (as set forth on the signature page of this Agreement), but not less than all, of until all Shares are released from the Unvested Founder Common Units Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days been terminated prior to the expiration date of any such release). Fractional shares shall be rounded to the applicable nearest whole share. (iv) Notwithstanding the forgoing, the Company's Repurchase Option Periodshall terminate as to all Shares (X) upon a Change of Control, (Y) in the event the Company shall give written notice (an “Option Notice”) to terminate Purchaser's employment with the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), Company other than Immature Vested Unitsfor Cause or Purchaser's death or Disability, if any), if any, that are Available Securities by giving written notice to or (Z) in the event Purchaser shall terminate his employment with the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities because of a class or type greater than Constructive Termination. Any Shares as to which the number of Available Securities of such class or typeCompany's Repurchase Option has terminated pursuant to this Section 3(a)(iv) shall be deposited as Trust Shares under that certain Voting Trust Agreement dated March 19, 1997 among the Company, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale holders of the Company.'s shares of Series A Preferred Stock and the Trustors and Voting Trustee signatory thereto. The following terms referred to in this Section 3(a)(iv) shall have the following meanings:

Repurchase Option. (a) In the event of a Separationthe Participant ceases to be employed by the Company and its Subsidiaries for any reason (the “Termination”), the Purchased Securities Issued Shares (whether vested or unvested and whether held by Executive the Participant or one or more transferees and including any Issued Shares acquired subsequent to such termination of Executive’s transferees, other than the Company and the Investorsemployment) will be subject to repurchase, in each case repurchase by the Company and the Investors holders of Investor Shares pursuant to the terms and conditions set forth in this Section 3 and in Section 5 2 (the “Repurchase Option”). If there is a Subsidiary Public Offering and The Repurchase Option for any Issued Shares shall become effective: (i) if the securities Participant has not reached the age of such Subsidiary are distributed 65 on or prior to the members date of the CompanyTermination, then such Subsidiary will be treated as on the Company for purposes of this Section 3 and Section 5 with respect to any repurchase later of the securities date the Participant has held the Issued Shares for six months or the date of such Subsidiarythe Termination or (ii) if the Participant has reached the age of 65 on or prior to the date of the Termination, on the later of the date which is six months following the date on which the Participant reached the age of 65, the date the Participant has held the Issued Shares for six months or the date of the Termination (the “Repurchase Date”). (b) In If the event Participant’s employment with the Company and its Subsidiaries is terminated by the Company or any such Subsidiary without Cause or following the date upon which the Participant reaches the age of a Separation65 and, at the time of such termination, Participant could not have been terminated by the Company or such Subsidiary with Cause, the Company (purchase price for the Issued Shares shall be the Fair Market Value thereof on the Repurchase Date. If the Participant’s employment with the approval Company and its Subsidiaries is (i) terminated by the Company or any such Subsidiary for Cause or (ii) voluntarily terminated by the Participant prior to the date upon which the Participant reaches the age of 65, the Board in purchase price for the case Issued Shares shall be the lower of any repurchase in excess of $100,000Fair Market Value on the Repurchase Date and Original Cost thereof. (c) The Company may irrevocably elect to purchase all, but not less than all, all or any portion of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 Issued Shares by delivering written notice (a the “Company Repurchase Notice”) to the holder or holders of such securities Issued Shares within a period of 90 60 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereofDate. Any Company The Repurchase Notice will set forth the number of units of each class Issued Shares to be acquired from each holder, the aggregate consideration to be paid for such units Issued Shares and the time and place for the closing of the transaction. The number of Issued Shares to be repurchased by the Company shall first be satisfied, to the extent possible, from the Issued Shares held by the Participant at the time of delivery of the Repurchase Notice. If the number of Issued Shares then held by the Participant is less than the total number of Issued Shares which the Company has elected to purchase, the Company shall purchase the remaining Issued Shares elected to be purchased from the other holder(s) of Issued Shares under this Agreement, pro rata according to the number of Issued Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share). (cd) If for any reason the Company does not elect to purchase all of the Purchased Securities Issued Shares pursuant to the Repurchase Option, the Investors holders of Investor Shares shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that Issued Shares which the Company has not elected to purchase (collectively, the “Available SecuritiesShares”). As soon as reasonably practicable after the Company has determined that it there will not exercise the Repurchase Option with respect to the be Available SecuritiesShares, but in any event within 20 60 days prior to after the expiration of the applicable Repurchase Option PeriodDate, the Company shall give written notice (an the “Option Notice”) to each of the Investors holders of Investor Shares setting forth the number of units of each class the Investors are entitled to purchase Available Shares and the purchase price for each type the Available Shares. Each holder of Investor Shares may elect to purchase any or all of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities Shares by giving written notice to the Company within 20 60 days after receiving the Option NoticeNotice has been delivered to such holder of Investor Shares by the Company. If more than one In the event that the holders of Investor elects Shares elect to purchase an aggregate number of more Available Securities of a class or type greater Shares than are available, then the number of Available Securities of such class or type, the Available Securities Shares to be purchased by each such Investor shall be allocated among such Investors holder that has elected to purchase more than its pro rata share of Available Shares (based upon the number of Class A Common Units owned shares of Investor Shares held by each Investor. If all such holders of Investor Shares) shall be reduced on a pro rate basis in proportion to the Investors number of Investor Shares held by all holders that have elected to purchase more than their pro rate share that are not owned by such holder. As soon as practicable, and in any Available Securities, event within 10 five (5) days after the expiration of the 20such 60-day period set forth aboveperiod, the Company shall notify each holder of Purchased Securities Issued Shares as to the number of units Issued Shares being purchased from such holder by each holder of each class each Investor Shares (the “Supplemental Repurchase Notice”) exercising the Repurchase Option setting forth the number of Issued Shares which such holder of Investor Shares is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class for such Investor is entitled to purchase, the aggregate purchase price Issued Shares and the time and place of the closing of the transaction. (de) The closing of the purchase of the Purchased Securities Issued Shares pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Supplemental Repurchase Notice, which date shall not be more than 30 45 days nor less than 15 five (5) days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicablesuch notice. The Company and each Investorand/or the holders of Investor Shares, as the case may be, will pay the purchase price for the Purchased Securities Issued Shares to be purchased by it pursuant to the Repurchase Option by check(s) delivery of a check or wire transfer(s) transfer of good and immediately available fundsfunds to the holders of the Issued Shares. The Company and the Investors holders of Investor Shares will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such salesale and to require all sellers’ signatures be guaranteed. (ef) Notwithstanding anything to the contrary contained in this Agreement, the Company’s exercise of the Repurchase Option shall be subject to applicable restrictions contained in applicable law and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Issued Shares hereunder which the Company is otherwise required to make or create a default thereunder, the time periods provided in this Section 2 shall be suspended, and the Company may make such repurchases under this Section 2 as soon as it is permitted to do so under such restrictions (and the Company shall inform the Participant of such restrictions in the Repurchase Notice) and shall consummate such repurchase of Issued Shares promptly following the cessation of all such restrictions thereon (by giving the holder or holders of Issued Shares a new Repurchase Notice). (g) The provisions right of the Company and the holders of Investor Shares to repurchase Issued Shares pursuant to this Section 3 will 2 shall terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Companyan IPO (as hereinafter defined).

Repurchase Option. (a) In the event Purchaser’s Continuous Service Status (as defined in Section 9(d) hereof) is terminated, for any reason or no reason, including, without limitation, by reason of a SeparationPurchaser’s death or disability (as defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees“Code”), other than the Company and the Investors) will be subject to repurchase, in each case by the Company and for any reason or by Purchaser for any reason, the Investors pursuant to Company shall upon the terms and conditions set forth in this Section 3 and in Section 5 date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of three months from such Termination Date to repurchase all or any portion of the Vesting Shares (as defined under Section 4(c) hereof) held by each Holder as of the Termination Date that have not yet been released from the Repurchase Option, at the price equal to $0.01 per Vesting Share (adjusted for any stock splits, stock dividends and the like) (the “Termination Price”). If there is a Subsidiary Public Offering Notwithstanding the provisions of this Section 4, Holder hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the Vesting Shares at any time. Further, Holder acknowledges and understands that, in the securities event that the Company elects to exercise its Repurchase Option, the Termination Price may be less than the value of such Subsidiary are distributed to the members of Vesting Shares being repurchased by the Company, then such Subsidiary will be treated as and that Holder bears any risk associated with the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiarypotential loss in value. (b) In The Repurchase Option shall be exercised by the Company by written notice at any time within three months following the Termination Date to Holder or, in the event of Purchaser’s death, Purchaser’s executor, and, at the Company’s option: (i) by delivery to Purchaser or Purchaser’s executor of a Separationcheck in the amount of the Termination Price for the Vesting Shares being repurchased; (ii) by cancellation by the Company of indebtedness equal to the Termination Price for the Vesting Shares being repurchased; or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Termination Price. Upon delivery of such notice and payment of the Termination Price in any of the ways described above, the Company (with shall become the approval legal and beneficial owner of the Board in Vesting Shares being repurchased and all rights and interest therein or related thereto, and the case Company shall have the right to transfer to its own name the number of Vesting Shares being repurchased by the Company, without further action by any repurchase in excess of $100,000Holder. (c) may irrevocably elect to purchase allOn the date hereof, but not less than all, none of the Unvested Founder Common Units and/or allShares shall be vested, but not less than all, and all 1,000,000 of the Vested Units Shares (the “Vesting Shares”) shall be subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to Option. Of the date that is 18 months after Vesting Shares, 500,000 Shares shall vest on the date hereof and, for all Award Date I and 500,000 Shares shall vest on the Award Date II. For purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of a Separation, (i) the Purchased Securities (whether vested voluntary termination ----------------- of Purchaser's employment or unvested and whether held by Executive or one or more of Executive’s transfereesconsulting relationship with the Company, other than a Constructive Termination (as defined below) or (ii) the termination of Purchaser's employment relationship with the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 "for Cause" (the “Repurchase Option”as defined below). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give upon the date of such termination have an irrevocable, exclusive option for a period of sixty (60) days from such date to repurchase all or any portion of the Shares held by the Purchaser as of such 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). The option shall be exercised by the Company by written notice (an “Option Notice”) to the Investors setting forth Purchaser or the number Purchaser's executor and, at the Company's option, (i) by delivery to the Purchaser or the Purchaser's executor with such Notice of units a check in the amount of each class the Investors are entitled to purchase and the purchase price for each type the Shares being purchased, or (ii) in the event the 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 (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units Shares being repurchased by the Company, without further action by the Purchaser. One hundred percent (100%) of the Shares purchased by the Purchaser (the "Unvested Shares") shall initially be subject to the Company's repurchase option as set forth above. Thereafter, the Unvested Shares held by the Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that the Purchaser's employment or consulting relationship with the Company has not been terminated prior to the date of any such release): twenty-five (25%) of the Unvested Shares shall be released from the Company's repurchase option immediately upon the start of the Vesting Commencement Date (as set forth on the signature page of this Agreement) and then the balance of Unvested Shares shall be released from the Company's repurchase option in equal successive monthly installments upon the completion of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing next forty-eight (48) months thereafter, until all Shares are released from the Company's repurchase option; provided, however, that in the event of a sale of all or substantially all of the transaction (assets of the “Investor Repurchase Notice”). At Company, or the time merger of the Company delivers with or into another corporation, and if and only if the Investor Repurchase Notice shareholders of the Company immediately prior to such sale or merger do not own a majority of the outstanding voting securities of the acquiring or surviving company, then all of the then Unvested Shares held by Purchaser shall be released from the repurchase option. Fractional shares shall be rounded to the holder(snearest whole share. Upon the expiration or exercise of the Company's repurchase option described in this Section 3(a), a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(b) of Purchased Securities, this Agreement and delivered to the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionPurchaser. (d1) The closing For purposes of this Section 3(a), termination "for Cause" shall mean (i) the willful failure by Purchaser substantially to perform his material duties after a written demand for substantial performance is delivered to Purchaser by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that Purchaser has not substantially performed his material duties (including without limitation the failure by Purchaser to follow any reasonable specific directive established by a majority of the purchase disinterested members of the Purchased Securities pursuant to an exercise Company's Board of the Repurchase Option shall take place on the later Directors and of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Noticewhich Purchaser is given notice), which date shall not be more failure to perform continues for 30 days after such written notice (or, if longer than 30 days nor less than 15 days after is reasonably required to cure, where such failure to perform continues beyond the later end of the delivery period reasonably required to cure, provided that such extension of the applicable cure period beyond 30 days will apply only if Purchaser diligently seeks to cure during such extension period and further provided that in no event shall the total period to cure exceed 60 days); (ii) bad faith conduct related to the Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price performance of Purchaser's material duties for the Purchased Securities to be purchased by it pursuant to Company; or (iii) the Repurchase Option by check(s) conviction of Purchaser of any crime involving the property or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale business of the CompanyCompany or its affiliates.

Repurchase Option. (a) In the event of the voluntary or involuntary ----------------- termination of employment of Purchaser with the Company for any reason, with or without cause (a Separation"Termination"), the Purchased Securities Company shall, upon the date of such Termination, have an irrevocable, exclusive option (whether vested the "Repurchase Option") for a period of 180 days from such date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or unvested and whether any portion of the Shares held by Executive or one or more Purchaser as of Executive’s transfereessuch date, other than to the Company and extent such Shares have not yet been released from the Investors) will Company's Repurchase Option. The Repurchase Option shall be subject to repurchase, in each case exercised by the Company and by written notice to Purchaser or his executor and, at the Investors pursuant Company's option, (i) by delivery to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of Purchaser or his executor, with such Subsidiary are distributed to the members of the Companynotice, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board check in the case amount of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type the Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase Price. Upon delivery of such notice and payment of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, Repurchase Price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units of each class each Investor is entitled to purchaseShares being repurchased by the Company, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionwithout further action by Purchaser. (di) The closing If a Termination occurs prior to a Change of Control, as defined below, for any reason at any time after the purchase of date hereof and prior to the Purchased Securities pursuant to an exercise of last day of__________, 199__, the Repurchase Option shall take place apply to forty-six forty-eighths (46/48) of the Shares. On the last day of _________, 199__, three forty-eighths (3/48) of the Shares shall be released from the Repurchase Option and one forty-eighth (1/48) of the Shares shall be released from the Repurchase Option on the later last day of each full calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date designated by of each said release. Fractional shares shall be rounded to the Company nearest whole share. Notwithstanding the foregoing, in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later event of Termination of the delivery Purchaser as a result of Purchaser's death or total and permanent disability as defined in Section 22(e)(3) of the applicable Company Repurchase Notice or the applicable Investor Repurchase NoticeInternal Revenue Code of 1986, as applicable. The Company and each Investoramended ("Disability"), as the case may be, will pay number of Shares released from the purchase price for the Purchased Securities to Repurchase Option shall be purchased by it pursuant that number of Shares which would have been subject to the Repurchase Option pursuant to this Section 3(a)(i) had the Purchaser continued living or had not become disabled for twelve (12) months after the date of death or Disability, and had been continuously employed by check(sthe Company for those twelve (12) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such salemonths. (eii) The provisions If a Termination occurs following a Change of Control, as defined below, for any reason the number of Shares subject to the Repurchase Option shall be calculated as follows: (x) fifteen forty-eighths (15/48) of the Shares shall be released on _____________, 199__, and (y) one forty-eighth (1/48) of the Shares shall be released from the Repurchase Option on the last day of each full calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event of Termination of the Purchaser as a result of Purchaser's death or Disability, the number of Shares released from the Repurchase Option shall be that number of Shares which would have been subject to the Repurchase Option pursuant to this Section 3 will terminate with respect to all Purchased Securities 3(a)(ii) had the Purchaser continued living or had not become disabled for twelve (other than Unvested Founder Common Units12) months after the date of death or Disability, and had been continuously employed by the Company for those twelve (12) months. (iii) For the purposes of the foregoing, a Change of Control shall occur upon the consummation closing of (A) a Qualified Public Offeringmerger or consolidation of the Company with or into any other corporation or other entity, and with respect to or sale of all Purchased Securities upon or substantially all of the consummation of a Sale assets of the Company, unless the stockholders of the Company immediately prior to such transaction hold at least 50% of the outstanding equity securities of the entity surviving such merger or consolidation or the entity purchasing such assets, or (B) upon a sale or transfer of more than 50% of the Company's Common Stock to a person or persons acting as a group, who is or are not controlled directly or indirectly by the Company, in a single transaction or series of related transactions.

Repurchase Option. (a) In the event of a Separationthe Executive ceases to be employed by the Company and its Subsidiaries for any reason (the “Termination”), the Purchased Executive Securities (whether vested or unvested and whether held by the Executive or one or more of the Executive’s transferees, other than Permitted Transferees (as defined in the Company and the InvestorsStockholders Agreement) will be subject to repurchase, in each case repurchase by the Company and the Investors holders of Investor Shares pursuant to the terms and conditions set forth in this Section 3 and in Section 5 2 (the “Repurchase Option”). If there is a Subsidiary Public Offering and The Repurchase Option for any Executive Securities shall become effective: (i) if the securities Executive has not reached the age of such Subsidiary are distributed 65 on or prior to the members date of the CompanyTermination, then such Subsidiary will be treated as on the Company for purposes of this Section 3 and Section 5 with respect to any repurchase later of the securities date the Executive has held the Executive Securities for six months or the date of such Subsidiarythe Termination or (ii) if the Executive has reached the age of 65 on or prior to the date of the Termination, on the later of the date which is six months following the date on which the Executive reached the age of 65, the date the Executive has held the Executive Securities for six months or the date of the Termination (the “Repurchase Date”). (b) In If the event Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any such Subsidiary without Cause or following the date upon which the Executive reaches the age of a Separation65 and, at the time of such termination, Executive could not have been terminated by the Company or such Subsidiary with Cause, the Company (purchase price for the Executive Securities shall be the Fair Market Value thereof on the Repurchase Date. If the Executive’s employment with the approval Company and its Subsidiaries is (i) terminated by the Company or any such Subsidiary for Cause, or (ii) voluntarily terminated by the Executive prior to the date upon which the Executive reaches the age of 65, the Board in purchase price for the case Executive Securities shall be the lower of any repurchase in excess of $100,000Fair Market Value on the Repurchase Date and Original Cost thereof. (c) The Company may irrevocably elect to purchase all, but not less than all, all or any portion of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 Executive Securities by delivering written notice (a the “Company Repurchase Notice”) to the holder or holders of such securities Executive Securities within a period of 90 60 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereofDate. Any Company The Repurchase Notice will set forth the number of units of each class Executive Securities to be acquired from each holder, the aggregate consideration to be paid for such units Executive Securities and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied, to the extent possible, from the Executive Securities held by the Executive at the time of delivery of the Repurchase Notice. If the number of Executive Securities then held by the Executive is less than the total number of Executive Securities which the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the other holder(s) of Executive Securities under this Agreement, pro rata according to the number of Executive Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share). (cd) If for any reason the Company does not elect to purchase all of the Purchased Executive Securities pursuant to the Repurchase Option, the Investors holders of Investor Shares shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that Executive Securities which the Company has not elected to purchase (collectively, the “Available SecuritiesShares”). As soon as reasonably practicable after the Company has determined that it there will not exercise the Repurchase Option with respect to the be Available SecuritiesShares, but in any event within 20 60 days prior to after the expiration of the applicable Repurchase Option PeriodDate, the Company shall give written notice (an the “Option Notice”) to each of the Investors holders of Investor Shares setting forth the number of units of each class the Investors are entitled to purchase Available Shares and the purchase price for each type the Available Shares. Each holder of Investor Shares may elect to purchase any or all of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities Shares by giving written notice to the Company within 20 60 days after receiving the Option NoticeNotice has been delivered to such holder of Investor Shares by the Company. If more than one In the event that the holders of Investor elects Shares elect to purchase an aggregate number of more Available Securities of a class or type greater Shares than are available, then the number of Available Securities of such class or type, the Available Securities Shares to be purchased by each such Investor shall be allocated among such Investors holder that has elected to purchase more than its pro rata share of Available Shares (based upon the number of Class A Common Units owned shares of Investor Shares held by each Investor. If all such holders of Investor Shares) shall be reduced on a pro rate basis in proportion to the Investors number of Investor Shares held by all holders that have elected to purchase more than their pro rate share that are not owned by such holder. As soon as practicable, and in any Available Securities, event within 10 five (5) days after the expiration of the 20such 60-day period set forth aboveperiod, the Company shall notify each holder of Purchased Executive Securities as to the number of units Executive Securities being purchased from such holder by each holder of each class each Investor Shares (the “Supplemental Repurchase Notice”) exercising the Repurchase Option setting forth the number of Executive Securities which such holder of Investor Shares is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class for such Investor is entitled to purchase, the aggregate purchase price Executive Securities and the time and place of the closing of the transaction. (de) The closing of the purchase of the Purchased Executive Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Supplemental Repurchase Notice, which date shall not be more than 30 45 days nor less than 15 five (5) days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicablesuch notice. The Company and each Investorand/or the holders of Investor Shares, as the case may be, will pay the purchase price for the Purchased Executive Securities to be purchased by it pursuant to the Repurchase Option by check(s) delivery of a check or wire transfer(s) transfer of good and immediately available fundsfunds to the holders of the Executive Securities. The Company and the Investors holders of Investor Shares will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such salesale and to require all sellers’ signatures be guaranteed. (ef) Notwithstanding anything to the contrary contained in this Agreement, the Company’s exercise of the Repurchase Option shall be subject to applicable restrictions contained in applicable law and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Securities hereunder which the Company is otherwise required to make or create a default thereunder, the time periods provided in this Section 2 shall be suspended, and the Company may make such repurchases under this Section 2 as soon as it is permitted to do so under such restrictions (and the Company shall inform the Executive of such restrictions in the Repurchase Notice) and shall consummate such repurchase of Executive Securities promptly following the cessation of all such restrictions thereon (by giving the holder or holders of Executive Securities a new Repurchase Notice). (g) The provisions right of the Company and the holders of Investor Shares to repurchase Executive Securities pursuant to this Section 3 will 2 shall terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of ExecutivePurchaser’s transferees, other than relationship with the Company and (or a parent or subsidiary of the InvestorsCompany) will be subject terminates for any reason (including death or disability), or for no reason, such that after such termination Purchaser is no longer providing services to repurchase, in each case by the Company and (or a parent or subsidiary of the Investors pursuant to Company) as an employee, director, consultant or advisor (a “Service Provider”), then the terms and conditions set forth in this Section 3 and in Section 5 Company shall have an irrevocable option (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 ninety (90) days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior said termination to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired repurchase from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class Purchaser or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each InvestorPurchaser’s personal representative, as the case may be, will pay at a price per share equal to the purchase price for Purchase Price, up to but not exceeding the Purchased Securities number of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date. The term of the Repurchase Option shall be extended to such longer period (1) as may be purchased agreed to by it pursuant the Company and the Purchaser, or (2) as needed to ensure the stock issued by the Company does not lose its status as “qualified small business stock” under Section 1202 of the Code (as defined below). Purchaser hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time. (b) One Million Four Hundred and Twenty-Five Thousand (1,425,000) shares of the Stock (the “Option Shares”) shall initially be unvested and subject to the Repurchase Option by check(s) or wire transfer(sOption. One-sixteenth (1/16th) of good the Option Shares shall vest and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability released from the sellers regarding Repurchase Option on a quarterly basis measured from the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all the Stock is released from the Repurchase Option (provided in each case that Purchaser remains a Service Provider as of the date of such salerelease). (ec) The provisions In the event of this Section 3 will terminate with respect a Change in Control, the Repurchase Option shall lapse and all shares of Stock subject to Repurchase Option shall immediately become fully vested. For purposes hereof, “Change in Control” shall mean (A) a sale or other disposition of all Purchased Securities or substantially all (as determined by the Board of Directors in its sole discretion) of the assets of the Company; or (B) a merger, consolidation or similar transaction in which the Company is not the surviving corporation (other than Unvested Founder Common Unitsa transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (C) upon the consummation of a Qualified Public Offeringmerger, and with respect to all Purchased Securities upon consolidation or similar transaction in which the consummation of a Sale Company is the surviving corporation but the shares of the Company’s Common Stock outstanding immediately preceding the transaction are converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (D) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the Company’s operations and activities.

Repurchase Option. (a) In the event of a Separationthe voluntary or involuntary termination of employment of Purchaser with the Company for any reason, with or without cause (including death or disability), the Purchased Securities (whether vested Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 60 days from such date to repurchase all or unvested and whether any portion of the Shares held by Executive or one or more Purchaser as of Executive’s transferees, other than such date which have not yet been released from the Company and Company's repurchase option at the Investors) will original purchase price per Share specified in Section 1. The option shall be subject to repurchase, in each case exercised by the Company and by written notice to Purchaser or his executor and, at the Investors pursuant Company's option, (i) by delivery to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of Purchaser or his executor with such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event notice of a Separation, the Company (with the approval of the Board check in the case amount of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type the Shares being purchased, or (ii) in the event the 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 (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units Shares being repurchased by the Company, without further action by Purchase. One hundred percent (100%) of each class each Investor is entitled the Shares purchased by Purchaser shall initially be subject to purchasethe Company's repurchase option as set forth above. Thereafter, the aggregate purchase price and Shares held by Purchaser shall be released from the time and place Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/8 of the closing total number of Shares shall be released from the repurchase option on the 6-month anniversary of the transaction Vesting Commencement Date (as set forth on the “Investor Repurchase Notice”signature page of this Agreement), and an additional 1/48 of the total number of Shares shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. At the time the Company delivers the Investor Repurchase Notice Fractional shares shall be rounded to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionnearest whole share. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant Subject to the terms and conditions set forth provided in this Section 3 and in Section 5 3, Guarantor shall have the right (the “Repurchase Option”"OPTION TO SUBSTITUTE") from time to time to purchase one or more of the Properties and to substitute therefor one or more properties (each, a "REPLACEMENT PROPERTY"). If there is . (a) Guarantor may exercise the Option to Substitute only by delivering written notice (each, a Subsidiary Public Offering and "SUBSTITUTION OPTION NOTICE") of the securities exercise of such Subsidiary are distributed right to the members of Acquirer during the Companyperiod commencing on the day after the Closing Date and expiring, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase each Property, on the date on which the initial term of the securities of Sonic Lease for such SubsidiaryProperty expires or is sooner terminated (each, a "SUBSTITUTION WINDOW EXPIRATION DATE"). (b) In the event of that Guarantor elects to purchase a SeparationProperty, Guarantor shall simultaneously sell to the Company Acquirer a Replacement Property that has previously been approved in writing by the financial institution (the "LENDER") that has made to the Acquirer or an Affiliate thereof a loan (the "LOAN") secured by the Property in accordance with the approval of qualifications for a Replacement Property under such Lender's requirements. Each date on which the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to transactions contemplated by this Section 3 are consummated with respect to a Property and Section 5 by delivering written notice a Replacement Property shall be known as a "SUBSTITUTION DATE", which Substitution Date in all events shall not be later than ninety (a “Company Repurchase Notice”90) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after of the date hereofapplicable Substitution Option Notice. Any Company Repurchase Notice will set forth The parties shall reasonably cooperate to consummate the number substitution contemplated by this Section 3 within the aforesaid ninety (90) day period. The value of units of each class the Replacement Property shall be approximately equal to be acquired from each holderthe Purchase Price allocated to the Property being replaced but in no event less than the Purchase Price allocated to such Property, and the aggregate consideration to be paid for value of all Replacement Properties shall not exceed the aggregate value of such units and the time and place for the closing of the transactionreplaced Properties by more than Three Million Dollars ($3,000,000.00). (c) If On the Substitution Date: (i) Guarantor shall (A) execute, or cause the Designated Grantee (as hereinafter defined) to execute, a lease in the form attached hereto as Exhibit 1(c) for any reason the Company does not elect to purchase all Replacement Property (provided, however, (I) that the initial term of such lease shall be the unexpired initial term of the Purchased Securities pursuant to lease of the Repurchase OptionProperty being repurchased, plus two five (5) year renewal periods, and (II) during each year of the term of the lease for the Replacement Property, the Investors base rent and escalation thereunder shall be entitled to exercise the Repurchase Option for all, but not less than allthe base rent and escalation under the lease for the applicable Property being repurchased, of (B) execute a guaranty in the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(bform attached hereto as Exhibit 2(b), other than Immature Vested Units(C) execute, if any) that the Company has not elected to purchase (collectivelyacknowledge, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect and deliver to the Available SecuritiesAcquirer a special warranty deed for the Replacement Property, but (D) pay the Allocated Property Cost (as hereinafter defined) for such Property in any event within 20 days prior cash or readily available funds (E) execute, acknowledge and deliver to the expiration of Acquirer such other documents as may reasonably be requested by the applicable Repurchase Option PeriodAcquirer or the Lender, the Company shall give written notice and (an “Option Notice”F) pay to the Investors setting forth Acquirer all out-of-pocket costs incurred by the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of Acquirer in connection with such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise Replacement Property and sale of the Repurchase Option shall take place on the later of the date designated Property (including, without limitation, costs incurred in connection with title insurance policies, surveys, zoning reports, appraisals, building condition surveys, attorneys' fees, deed, mortgage and other recordation, transfer, document and stamp taxes, and any fees imposed by the Company Lender in connection with such substitution); and (ii) the applicable Company Repurchase Notice Acquirer shall (A) execute, acknowledge and deliver to Guarantor or the applicable Investor Repurchase NoticeDesignated Grantee a special warranty deed for the Property, which date shall not be more than 30 days nor less than 15 days after (B) execute and deliver the later of lease for the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company Replacement Property set forth in Section 3(c)(i)(A) and each Investor, as the case may be, will (C) pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(sReplacement Property Purchase Price (as hereinafter defined) in cash or wire transfer(s) of good and immediately readily available funds. The Company Property shall be conveyed to Guarantor or the Designated Grantee in its "as is" condition as of the Substitution Date, subject to all restrictions, covenants, declarations, and easements of record as of such date and subject to the Investors will be entitled tenancy of the applicable entity under the applicable Sonic Lease. The Guarantor shall provide to receive customary the Acquirer representations and warranties customary in a sale transaction in connection with respect the conveyance of the Replacement Property. The Substitution Date shall occur, if at all, prior to title and enforceability from the sellers regarding such sale. earlier of (eX) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public OfferingSubstitution Window Expiration Date, and (Y) the date on which the Loan (as hereinafter defined) is discharged. "ALLOCATED PROPERTY COST" shall mean the Purchase Price allocated to the Property being replaced, plus all allocated costs capitalized by the Acquirer in connection with respect to all Purchased Securities upon the consummation Acquirer's acquisition and ownership of a Sale such Property. "REPLACEMENT PROPERTY PURCHASE PRICE" shall mean the fair market value of the CompanyReplacement Property as determined by an appraisal reasonably acceptable to the Acquirer.

Repurchase Option. (ai) In the event of a Separation, the Purchased Securities (whether vested voluntary or unvested and whether held by Executive involuntary termination of Purchaser's employment or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as consulting relationship with the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. reason (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(bincluding death or disability), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder with or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Periodwithout cause, the Company shall give 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 at any time following the Termination Date to Purchaser or Purchaser's executor and, at the Company's option, (an “Option Notice”A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Investors setting forth the number amount of units of each class the Investors are entitled to purchase and the purchase price for each type 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 Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units of each class each Investor is entitled to purchaseShares being repurchased by the Company, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionwithout further action by Purchaser. (diii) The closing One hundred percent (100%) of the purchase Shares shall initially be subject to the Repurchase Option. Three forty-eighths (3/48) of the Purchased Securities pursuant to an exercise Shares shall be released from the Repurchase Option on the three-month anniversary of the Vesting Commencement Date; six forty-eighths (6/48) of the Shares shall be released from the Repurchase Option on the nine-month anniversary of the Vesting Commencement Date; and one forty-eighth (1/48) of the Shares shall be released from the Repurchase Option every month thereafter such that all Shares shall be released from the Repurchase Option four years from the Vesting Commencement Date, provided, however, that such releases from the Repurchase Option shall take place on the later immediately cease as of the date designated by Termination Date. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event during Purchaser's employment with the Company there occurs a "change in the applicable Company Repurchase Notice or the applicable Investor Repurchase Noticecontrol", which date shall not be more than 30 days nor less than 15 days after the later results in a material reduction of the delivery Purchaser's responsibilities within 90 days of such change of control, 50% of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant Shares then subject to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will shall be entitled to receive customary representations and warranties with respect to title and enforceability released from the sellers regarding Repurchase Option. If such sale. change in control occurs during the one year period following the Vesting Commencement Date, an aggregate total of 187,500 Shares (ewhich number includes Shares previously released from the Repurchase Option) The provisions shall be or have been released from the Repurchase Option. "Change of this Section 3 will terminate with respect to Control" means (i) any acquisition of more than 50% of the Company's then outstanding voting securities or (ii) the sale or disposition of all Purchased Securities (other than Unvested Founder Common Units) upon or substantially all of the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale assets of the Company.

Repurchase Option. (a) In the event that either: (i) the Purchaser for any reason, except for acts of a SeparationGod and other unforeseen events and actions over which the Purchaser has no control, shall not (A) pay the Purchased Securities (whether vested or unvested and whether held by Executive or one or more principal amount of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors $500,000 when due pursuant to the terms of the Acquisition Note subject to any cure period or (B) pay the principal amount of $1,000,000 (subject to adjustment pursuant to Section 4.7, below) when due pursuant to the terms of the Five Year Note subject to any cure period; or (ii) during a two (2) year period following the Closing Date, YA Global Investments, LP (f/k/a Cornell Capital Partners, LLP) and/or M▇▇▇▇▇▇▇▇▇ Equity Partners, Ltd., in one or a series of transactions converts the shares of Series A Convertible Preferred Stock held by them so that, following such transactions, they beneficially own in the aggregate and conditions set forth collectively at the time of such transactions and as disclosed in this Section 3 a filing with the Securities and in Section 5 Exchange Commission (the “SEC”) 15% or more of the then issued and outstanding shares of the Purchaser’s Common Stock; or (iii) at any time prior to the repayment of all amounts due under the terms of the Acquisition Note and Five Year Note, the Purchaser shall intend to sell the Stock or all or substantially all of the assets of the Company to a third party, the Purchaser shall give the Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (the “Repurchase Option”). If there is a Subsidiary Public Offering and ) to re-purchase from the securities of such Subsidiary are distributed to the members Purchaser all (but not less than all) of the Company, then such Subsidiary will be treated as ’s Stock (together with any shares of capital stock of the Company for purposes of this Section 3 and Section 5 with respect issued following the Closing Date to the Purchaser or any repurchase affiliate of the securities Purchaser) for aggregate consideration of $100 (the “Repurchase Consideration”). The Repurchase Option shall be exercisable for a period of 30 days following the first occurrence of an event set forth above (the “Repurchase Option Exercise Period”) and, if not exercised during such SubsidiaryRepurchase Option Exercise Period, the Repurchase Option shall automatically terminate and shall be of no further force or effect. The Stockholder shall exercise his Repurchase Option by delivering written notice to the Purchaser and the Company on or before the expiration of the Repurchase Option Exercise Period (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase warrant representing the Warrant Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”). (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise Stockholder exercises the Repurchase Option prior in accordance with Section 1.6(a): (i) as a break-up fee, the Stockholder shall have a right to retain the Warrant issued to Stockholder pursuant to Section 1.2; and (ii) the Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Five Year Note shall terminate and such promissory notes shall be delivered to the date that is 18 months after Purchaser at the date hereof Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Five Year Note; and, for all purposes of (iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transactionAcquisition Note or Five Year Note or otherwise. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (ai) In the event of a Separation, the Purchased Securities (whether vested voluntary or unvested and whether held by Executive involuntary termination of Purchaser's employment or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as consulting relationship with the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. reason (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(bincluding death or disability), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder with or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Periodwithout cause, the Company shall give 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 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 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. 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, (an “Option Notice”A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Investors setting forth the number amount of units of each class the Investors are entitled to purchase and the purchase price for each type 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 Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units of each class each Investor is entitled to purchaseShares being repurchased by the Company, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionwithout further action by Purchaser. (diii) The closing Repurchase Option shall be in effect with respect to 75% of the purchase Shares and shall lapse as to 1/48 of such shares on the monthly anniversary of the Purchased Securities pursuant to an exercise Vesting Commencement Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option shall take place on (provided in each case that Purchaser's employment or consulting relationship with the later of Company has not been terminated prior to the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date of any such release). The remaining 25% shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant subject to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available fundsOption. The Company and Fractional shares shall be rounded to the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such salenearest whole share. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of a SeparationPurchaser ceases to be "employed ----------------- by the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation), the Purchased Securities (whether vested Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or unvested and whether any portion of the Shares held by Executive or one or more Purchaser as of Executive’s transfereessuch date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, other than Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company and determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Investors) Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be subject to repurchase, in each case employed by the Company and the Investors pursuant effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of Purchaser or his executor with such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event notice of a Separation, the Company (with the approval of the Board check in the case amount of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type the Shares being purchased, or (ii) in the event the 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 (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of each class each Investor is entitled the Shares purchased by Purchaser shall initially be subject to purchasethe Company's repurchase option as set forth above. Thereafter, the aggregate purchase price and Shares held by Purchaser shall be released from the time and place Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the closing total number of Shares shall be released from the repurchase option on the first anniversary of the transaction Vesting Commencement Date (as set forth on the “Investor Repurchase Notice”signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. At the time the Company delivers the Investor Repurchase Notice Fractional shares shall be rounded to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionnearest whole share. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of a Separationthat Executive ceases to be employed by the Company and its Subsidiaries for any reason (the "SEPARATION"), the Purchased Securities Executive Stock (whether vested or unvested and whether held by Executive or one or more of Executive’s 's transferees, other than the Company and the InvestorsCompany) will be subject to repurchase, in each case by at the Company and option of the Company, the Investors and ▇▇▇ ▇. ▇▇▇▇▇ ("Bajaj") pursuant to the terms and conditions set forth in this Section 3 and in Section 5 3(a) (the “Repurchase Option”"REPURCHASE OPTION"). If there is a Subsidiary Public Offering A percentage of the Executive Stock will be subject to repurchase at the Executive's Original Cost for such shares, calculated in accordance with the following schedule (the "ORIGINAL COST SHARES"): PERCENTAGE OF EXECUTIVE STOCK DATE TO BE REPURCHASED AT ORIGINAL COST ---- ---------------------------------- Date of this Agreement until 1st Anniversary of this Agreement __% Date immediately following 1st Anniversary of this Agreement until __% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until __% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until __% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and __% thereafter The purchase price for the securities remaining shares of Executive Stock shall be the Fair Market Value of such Subsidiary are distributed to shares (the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary"FAIR MARKET VALUE SHARES"). (b) In the event of a Separation, the The Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, all or any portion of the Unvested Founder Common Units and/or all, but not less than all, of Original Cost Shares and the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 Fair Market Value Shares by delivering written notice (a “Company Repurchase Notice”the "REPURCHASE NOTICE") to the holder or holders of such securities the Executive Stock within a period of 90 180 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereofSeparation. Any Company The Repurchase Notice will set forth the number of units of each class Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the aggregate consideration to be paid for such units shares and the time and place for the closing of the transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the other holders of Executive Stock (if any) pro rata according to the number of shares of Executive Stock to be purchased from such person. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise the Repurchase Option for all, but not less than all, all or any portion of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, shares of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) Executive Stock that the Company has not elected to purchase (collectively, “Available Securities”the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that it there will not exercise the Repurchase Option with respect to the be Available SecuritiesShares, but in any event within 20 150 days prior to after the expiration of the applicable Repurchase Option PeriodSeparation, the Company shall give written notice (an “Option Notice”the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of units of each class the Investors are entitled to purchase Available Shares and the purchase price for each type the Available Shares. The Investors and Bajaj may elect to purchase any or all of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities Shares by giving written notice to the Company within 20 days one month after receiving the Option NoticeNotice has been given by the Company. If more than one Investor elects the Investors and Bajaj elect to purchase an aggregate number of Available Securities of a class or type shares greater than the number of Available Securities of such class or typeShares, the Available Securities to be purchased by each such Investor Shares shall be allocated among such the Investors and Bajaj based upon the number of Class A shares of Common Units Stock owned by each InvestorInvestor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). If the Investors have elected to purchase As soon as practicable, and in any Available Securitiesevent within ten days, within 10 days after the expiration of the 20one-day month period set forth above, the Company shall notify each holder of Purchased Securities Executive Stock as to the number of units of each class each Investor is entitled to purchase, shares being purchased from such holder by the aggregate purchase price Investors and the time and place of the closing of the transaction Bajaj (the “Investor Repurchase Notice”"SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Investor Supplemental Repurchase Notice to the holder(s) of Purchased SecuritiesExecutive Stock, the Company shall also deliver written notice to each Investor the Investors and Bajaj setting forth the number of units of each class such Investor is shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years. (d) The closing of the purchase of the Purchased Securities Executive Stock pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Supplemental Repurchase Notice, which date shall not be more than 30 days one month nor less than 15 five days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicablelater of either such notice to be delivered. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities Executive Stock to be purchased by it pursuant to the Repurchase Option by check(sfirst offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer(stransfer of funds, or (B) a check or wire transfer of good funds for at least one-third of the purchase price, and immediately available a subordinated note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Executive Stock purchased by it by a check or wire transfer of funds. The Company and Company, the Investors and Bajaj will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such salesale and to require that all sellers' signatures be guaranteed. (e) The provisions Notwithstanding anything to the contrary contained in this Agreement, all repurchases of this Section 3 will terminate with respect Executive Stock by the Company shall be subject to all Purchased Securities (other than Unvested Founder Common Units) upon applicable restrictions contained in the consummation of a Qualified Public Offering, Delaware General Corporation Law and with respect to all Purchased Securities upon the consummation of a Sale of in the Company.'s and its Subsidiaries'

Repurchase Option. (a) In the event of a SeparationPurchaser’s Termination of Directorship (as defined in the Option Agreement), as applicable, for any reason, the Purchased Securities (whether vested Company shall have the right and option to purchase from Purchaser, or unvested and whether held Purchaser’s personal representative, as the case may be, all of Purchaser’s Unvested Shares as of the date of the Purchaser’s Termination of Directorship at the exercise price paid by Executive or one or more Purchaser for such Shares in connection with the exercise of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 Option (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In The Company may exercise its Repurchase Option by delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the event of a Separationcase may be), the Company (with the approval within ninety days of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, date of the Unvested Founder Common Units and/or all, but not less than all, Purchaser’s Termination of Directorship a notice in writing indicating the Vested Units (subject Company’s intention to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to and setting forth a date for closing not later than thirty days from the date that is 18 months after mailing of such notice. The closing shall take place at the date hereof and, for all purposes of this Agreement, if Company’s office. At the Separation Date occurs prior to such dateclosing, the Repurchase Option Period holder of the certificates for the Unvested Shares being transferred shall instead be a period of 90-days after deliver the date that is 18 months after stock certificate or certificates evidencing the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holderUnvested Shares, the aggregate consideration to be paid for such units and the time and place for Company shall deliver the closing of the transactionpurchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office. (d) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities conferred above by giving written the requisite notice to within ninety days following the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number date of Available Securities Purchaser’s Termination of a class or type greater than the number of Available Securities of such class or typeDirectorship, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such saleterminate. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale 100% of the CompanyUnvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option in accordance with the Vesting Schedule set forth in the Option Agreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.

Repurchase Option. (ai) In the event of a Separationthe 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 Purchased Securities Company shall upon the date of such termination (whether vested or unvested and whether held by Executive or one or more of Executive’s transfereesthe “Termination Date”) have an irrevocable, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 exclusive option (the “Repurchase Option”). If there is ) for a Subsidiary Public Offering 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 securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiarylike). (bii) In The Repurchase Option shall be exercised by the event 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 Separation, the Company (with the approval of the Board check in the case amount of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type 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 Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units of each class each Investor is entitled to purchaseShares being repurchased by the Company, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionwithout further action by Purchaser. (diii) The closing One hundred percent (100%) of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option Shares shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not initially be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant subject to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available fundsOption. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability <<VestingSchedule>>, until all Shares are released from the sellers regarding such saleRepurchase Option. Fractional shares shall be rounded to the nearest whole share. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (ai) In the event of any voluntary or involuntary termination of Purchaser's employment by or consulting services to the Company (including as a Separationresult of death or disability) before all shares of the Stock are released from the Company's repurchase option under Section 2(b) below, the Purchased Securities Company shall, upon the date of such termination (whether vested as reasonably fixed and determined by the Company) have an irrevocable, exclusive option for a period of twenty-four (24) months from such date to repurchase all or unvested any portion of the Stock which has not been released from the repurchase option described in this Section 2 (the "Repurchase Option") at the time of such termination at the original purchase price per share. The Repurchase Option shall be exercised by the Company by written notice to Purchaser or his/her executor (with a copy to the Escrow Agent described in Section 7 hereof) and, at the Company's option, (A) by delivery to Purchaser or his/her executor with such notice of a check in the amount of the aggregate repurchase price for the Stock being repurchased, (B) by cancellation by the Company of an amount of Purchaser's indebtedness to the Company equal to the aggregate (ii) Whenever the Company shall have the right to repurchase shares of the Stock hereunder, the Company may designate and whether held by Executive or assign one or more employees, officers, directors or shareholders of Executive’s transferees, other than the Company and the Investors) will be subject or other persons or organizations to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is exercise all or a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members part of the Company, then such Subsidiary will be treated as the Company for purposes of 's repurchase rights under this Section 3 Agreement and Section 5 with respect to any repurchase of the securities purchase all or a part of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”)Stock; provided that if the aggregate fair market value of the Stock to be repurchased on the date of such designation or assignment ("Repurchase FMV") exceeds the aggregate repurchase price of the Stock to be repurchased, then each such designee or assignee shall pay the Company may not exercise cash equal to the difference between the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, FMV and the aggregate consideration to be paid for such units and the time and place for the closing repurchase price of the transactionStock which such designee or assignee shall have the right to repurchase. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members termination of the Company, then such Subsidiary will be treated as Optionee's ----------------- full time employment with the Company for purposes any reason, with or without cause, whether voluntarily or involuntarily, including by reason of this Section 3 and Section 5 with respect death or disability (herein referred to any repurchase of as the securities "Termination"), upon the date of such Subsidiary. Termination the Company shall have an irrevocable and exclusive option (bthe "Repurchase Option") In to repurchase that number of Shares by which the event aggregate number of a SeparationShares purchased by Optionee pursuant to this Option exceeds the number of Vested Shares, as determined upon the date of such Termination ("Unvested Shares"). The Company shall pay to Optionee the Original Issuance Price per Share multiplied by the number of Unvested Shares as to which the Company exercises the Repurchase Option (as adjusted for stock splits, stock dividends, combinations and the like) (the "Repurchase Price"). Within sixty (60) days following the last day upon which Optionee may purchase Shares pursuant to this Option, the Company shall notify Optionee as to whether it (with the approval or its assignee) wishes to purchase all or a portion of the Board in Shares subject to the case Repurchase Option. The Company shall obtain the consent of any Optionee for the repurchase in excess of $100,000a portion but not all of Optionee's Shares subject to the Repurchase Option. If the Company (or its assignee) may irrevocably elect elects to purchase allsuch Shares, but not less than all, it shall notify Optionee in writing of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units its (subject or its assignee's) intention to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (purchase all or a “Company Repurchase Notice”) to the holder or holders portion of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise Shares) at the Repurchase Option prior to the Price, and either (i) set a date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place location for the closing of the transaction. transaction not later than thirty (c30) If for any reason days from the date of such notice, at which time the Company does not elect (or its assignee) shall tender payment for such Shares, or (ii) close the transaction by mail by including payment for such Shares with the Company's notice to purchase Optionee. Payment for the Shares may be in the form of cash, check, cancellation of all or a portion of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice Optionee's indebtedness to the Company within 20 days after receiving the Option Noticeor any combination thereof. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of At such class or typeclosing, the Available Securities to be certificates representing the Shares so purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected delivered to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as and canceled (or the Shares transferred to the number Company's assignee, if applicable) or, in the case of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time payment by the Company delivers (or its assignee) by mail, such certificates shall be deemed canceled (or the Investor Repurchase Notice Shares transferred to the holder(sCompany's assignee, if applicable) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later as of the date designated of the mailing of the Company's notice and, thereafter, shall be promptly returned by Optionee to the Company in the applicable Company Repurchase Notice by certified or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicableregistered mail. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant Shares subject to the Repurchase Option by check(sas to which the Company (or its assignee) or wire transfer(shas not exercised the Repurchase Option within sixty (60) of good and immediately available funds. The Company and days following the Investors will last day upon which Optionee may purchase Shares pursuant to this Option shall be entitled to receive customary representations and warranties with respect to title and enforceability released from the sellers regarding such saleRepurchase Option. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of a SeparationAt any time after May 21, 1996, the Purchased Securities Issuer shall have the right to repurchase the Series A Warrants at a price of $0.10 per Series A Warrant (whether vested or unvested and whether held by Executive or one or more "Repurchase Price"); provided, that, the Closing Price per share of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in Common --------- ----- Stock for each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiaryimmediately preceding twenty consecutive trading days was greater than $2.25 per share. (b) In the event of a SeparationAt any time after May 21, 1997, the Company Issuer shall have the right to repurchase the Series B Warrants at a price of $0.10 per Series B Warrant (with "Repurchase Price"); provided, that, the approval Closing Price per share of Common --------- ----- Stock for each of the Board in the case of any repurchase in excess of immediately preceding twenty consecutive trading days was greater than $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction2.50 per share. (c) If for any reason The Issuer may repurchase such Warrants on a date designated in writing by the Company does not elect Issuer to purchase all of each holder (the Purchased Securities pursuant to the Repurchase Option, the Investors "Call Closing Date"). The Call Closing Date shall be entitled to exercise the Repurchase Option for all, but not less no later than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 30 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities giving of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionnotice. (d) The closing On the Call Closing Date, the Holders shall surrender their Warrants to the Issuer without representation or warranty (other than that the holder has good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind), against payment therefor by (at the option of the purchase of the Purchased Securities pursuant Holder) (i) wire transfer to an exercise of account in a bank located in the Repurchase Option shall take place on the later of the date United States designated by the Company in Holder for such purpose upon adequate advance notice or (ii) a certified or official bank check payable to the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later order of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such saleHolder. (e) The provisions of this Section 3 In the event the Company exercises the right to repurchase the Warrants, such Warrants will terminate with respect be exercisable until 5:00 P.M., local time on the date for redemption fixed in such notice. If any Warrant called for repurchase is not exercised by such time, it will cease to all Purchased Securities (other than Unvested Founder Common Units) upon be exercisable and the consummation of a Qualified Public Offering, and with respect holder will be entitled only to all Purchased Securities upon the consummation of a Sale of the CompanyRepurchase Price.

Repurchase Option. (a) In the event of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of ExecutivePurchaser’s transferees, other than relationship with the Company and (or a parent or subsidiary of the InvestorsCompany) will be subject terminates for any reason (including death or disability), or for no reason, with or without cause, such that after such termination Purchaser is no longer providing services to repurchase, in each case by the Company and (or a parent or subsidiary of the Investors pursuant to Company) as a Director on the terms and conditions set forth in this Section 3 and in Section 5 Company’s Board of Directors (a “Service Provider”), then the Company shall have an irrevocable option (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company ) for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 120 days after the later of (i) said termination and the delivery of (ii) the Vesting Extension, if applicable Company (the “Repurchase Notice Period”) to repurchase from Purchaser or the applicable Investor Repurchase Notice, as applicable. The Company and each InvestorPurchaser’s personal representative, as the case may be, will pay at the purchase lower of (i) $0.0001, or (ii) the Fair Market Value per share of such Restricted Stock as of the date of repurchase (such lower price, the “Option Price”), up to but not exceeding the number of shares of Restricted Stock that have not vested in accordance with the Vesting Provisions as of such termination date. The Repurchase Option shall be exercised as provided in Section 6(b). For purposes of the Repurchase Option, the “Fair Market Value” shall mean the value of the Restricted Stock as determined in good faith by the Company’s Board of Directors. The term of the Repurchase Option shall be extended to such longer period (A) as may be agreed to by the Company and the Purchaser, or (B) as needed to ensure the stock issued by the Company does not lose its status as “qualified small business stock” under Section 1202 of the Code (as defined below). Purchaser acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time. Further, Purchaser acknowledges and understands that, in the event that the Company repurchases shares, the repurchase price for may be less than the Purchased Securities to be purchased by it pursuant to price Purchaser originally paid and that Purchaser bears any risk associated with the potential loss in value. (b)Exercise of Repurchase Option. The Company, or any assignee or assignees of the Company, may exercise the Repurchase Option by check(s) or wire transfer(s) giving notice to the holder of good and immediately available fundsthe Restricted Stock during the Repurchase Period in writing. Upon exercise of the Repurchase Option, the Company shall pay to the holder of the Restricted Stock the Option Price for the shares of Restricted Stock being repurchased. The Company and the Investors will shall be entitled to receive customary representations pay for any shares of Restricted Stock purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness owing to the Company by Purchaser (including without limitation any Note given in payment for the Restricted Stock), or by a combination of both. Upon exercise of the Repurchase Option and warranties with respect to title payment of the purchase price in any of the ways described above, the Restricted Stock being repurchased will be immediately retired and enforceability from resume the sellers regarding such sale. (e) The provisions status of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon authorized and unissued shares of the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale capital stock of the Company, without further action by Purchaser. The certificate(s) representing the shares of Restricted Stock that have been repurchased by the Company shall be delivered to the Company. It is expressly agreed between the parties that money damages are inadequate to compensate the Company for the Restricted Stock and that the Company shall, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase said Restricted Stock.

Repurchase Option. (a) In the event of a Separationthe voluntary or involuntary termination of employment of Purchaser with the Company for any reason, the Purchased Securities (whether vested Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 60 days after the date of termination to repurchase all or unvested and whether any portion of the Shares held by Executive or one or more Purchaser as of Executivesuch date which have not yet been released from the Company’s transferees, other than repurchase option pursuant to the Company and release provisions below at the Investors) will purchase price per Share paid by Purchaser specified in Section 1.2. The option shall be subject to repurchase, in each case exercised by the Company and by delivery of written notice of exercise of option to Purchaser or his representative accompanied by either (i) a check in the Investors pursuant amount equal to the terms and conditions number of Shares repurchased by the Company multiplied by the per share Purchase Price set forth in this Section 3 and in Section 5 1.2 (the “Repurchase OptionPrice”). If there is ) or (ii) the cancellation of a Subsidiary Public Offering and portion of the securities of such Subsidiary are distributed Purchaser’s loan obligations due to the members of Company under the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board Note in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant an amount equal to the Repurchase Option, the Investors shall be entitled to exercise Price. Upon delivery of such notice and payment of the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option PeriodPrice, the Company shall give written notice (an “Option Notice”) 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 the Investors setting forth transfer to its own name the number of units of each class Shares being repurchased by the Investors are entitled to purchase and the purchase price for each type Company, without further action by Purchaser. Twenty five percent (25%) of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, Shares held by Purchaser shall be released from the Company’s repurchase option each annual anniversary of the Unvested Founder Common Units that are Available Securities and/or alleffective date of this Agreement (each, but not less than all, of the Vested Units (subject to Section 5(ba “Release Date”), other than Immature Vested Units, if any), if any, provided that are Available Securities Purchaser is still employed by giving written notice Company on such Release Date. Prior to the Company within 20 days and after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period repurchase options set forth aboveherein, the Company Shares shall notify each holder of Purchased Securities as remain subject to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company’s Stock Restriction Agreement, so long as such agreement remains in effect.

Repurchase Option. (ai) If Purchaser voluntarily terminates his employment relationship with the Company or if the Company terminates Purchaser's employment relationship with the Company for Cause (as defined below), 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). (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) 75% of the Shares shall initially be subject to the Repurchase Option. 1/48 of the total number of Shares shall be released from the Repurchase Option on each monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing: (A) If the Company terminates Purchaser's employment with the Company other than for Cause, then 121,875 of the Shares (which amount is 1/8 of the total number of Shares) that are subject to the Repurchase Option as of such date shall be immediately released from the Repurchase Option on the effective date of such termination in addition to any Shares previously released from the Repurchase Option as of such date in accordance with the second sentence of this Section 3(a)(iii). (B) In the event of a Separation, the Purchased Securities Change of Control (whether vested or unvested as defined below) and whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors(a) will be subject to repurchase, in each case Purchaser is not offered a position with similar responsibilities by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. surviving corporation or (b) In Purchaser's principal office after the event Change of a SeparationControl is located more than 50 miles form your residence, the Company (with the approval 100% of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise Shares shall be released from the Repurchase Option prior to on the effective date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (div) The closing of the purchase of the Purchased Securities pursuant following terms referred to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon shall have the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.following meanings:

Repurchase Option. (a) In the event of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than Stockholder's employment with the Company and is terminated (i) voluntarily by the InvestorsStockholder or (ii) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members "for cause" before all of the shares of Restricted Stock are released from the Company, then such Subsidiary will be treated as the Company for purposes of this 's repurchase option (see Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation2), the Company shall, upon the date of such termination (with as reasonably fixed and determined by the approval of Company) have an irrevocable, exclusive option (which option may be assigned by the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject Company pursuant to Section 5(b7(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company the "Repurchase Notice”Option") to the holder or holders of such securities within for a period of 90 days after the Separation Date (or such period, a “Repurchase Option Period”); provided that longer period of time either mutually agreed to by Stockholder and the Company may not exercise or determined by the Company in good faith to be necessary to avoid the loss of "qualified small business stock" treatment under Section 1202 of the Internal Revenue Code for any stockholder other than Stockholder) from such date to repurchase some or all of the Unreleased Shares (as defined in Section 2) at such time at the original price per share paid by Stockholder for the Restricted Stock (the "Repurchase Price"). In the event Stockholder's employment with the Company is terminated by the Company other than "for cause," all shares of Restricted Stock shall be released from the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later terminate and be of the date designated no further force or effect. Said Repurchase Option shall be exercised by the Company by written notice to Stockholder or Stockholder's executor (with a copy to the Escrow Holder, as defined in Section 3) and, at the Company's option, (i) by delivery to Stockholder or Stockholder's executor with such notice of a check in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later amount of the delivery of the applicable Company aggregate Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price Price for the Purchased Securities to be purchased Restricted Stock being repurchased, or (ii) by it pursuant cancellation by the Company of an amount of any of Stockholder's indebtedness to the Company equal to the aggregate Repurchase Option Price for the Restricted Stock being repurchased, or (iii) by check(sa combination of (i) or wire transfer(sand (ii) so that the combined payment and cancellation of good and immediately available fundsindebtedness equals such aggregate Repurchase Price. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.Upon

Repurchase Option. (a) In the event of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of ExecutivePurchaser’s transferees, other than relationship with the Company and (or a parent or subsidiary of the InvestorsCompany) will be subject terminates for any reason (including death or disability), or for no reason, such that after such termination Purchaser is no longer providing services to repurchase, in each case by the Company and (or a parent or subsidiary of the Investors pursuant to Company) as an employee, director, consultant or advisor (a “Service Provider”), then the terms and conditions set forth in this Section 3 and in Section 5 Company shall have an irrevocable option (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 ninety (90) days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior said termination to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired repurchase from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class Purchaser or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each InvestorPurchaser’s personal representative, as the case may be, will pay at a price per share equal to the purchase price for Purchase Price, up to but not exceeding the Purchased Securities number of shares of Stock that have not vested in accordance with the provisions of Section 2(b) below as of such termination date. The term of the Repurchase Option shall be extended to such longer period (1) as may be purchased agreed to by it pursuant the Company and the Purchaser; or (2) as needed to ensure the stock issued by the Company does not lose its status as “qualified small business stock” under Section 1202 of the Code (as defined below). Purchaser hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the shares of Common Stock, whether vested or unvested, at any time. (b) One Million Six Hundred and Fifty Thousand (1,650,000) shares of the Stock (the “Option Shares”) shall initially be unvested and subject to the Repurchase Option by check(s) or wire transfer(sOption. One-sixteenth (1/16th) of good the Option Shares shall vest and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability released from the sellers regarding Repurchase Option on a quarterly basis measured from the Commencement Date (as set forth on the signature page of this Agreement), until all the Stock is released from the Repurchase Option (provided in each case that Purchaser remains a Service Provider as of the date of such salerelease). (ec) The provisions In the event of this Section 3 will terminate with respect a Change in Control, the Repurchase Option shall lapse and all shares of Stock subject to Repurchase Option shall immediately become fully vested. For purposes hereof, “Change in Control” shall mean (A) a sale or other disposition of all Purchased Securities or substantially all (as determined by the Board of Directors in its sole discretion) of the assets of the Company; or (B) a merger, consolidation or similar transaction in which the Company is not the surviving corporation (other than Unvested Founder Common Unitsa transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (C) upon the consummation of a Qualified Public Offeringmerger, and with respect to all Purchased Securities upon consolidation or similar transaction in which the consummation of a Sale Company is the surviving corporation but the shares of the Company’s Common Stock outstanding immediately preceding the transaction are converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise (other than a transaction in which stockholders immediately before the transaction have, immediately after the transaction, at least a majority of the voting power of the surviving corporation); or (D) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the Company’s operations and activities.

Repurchase Option. If on the two (a2) In year anniversary of the event date of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 Agreement (the “Repurchase OptionOption Expiration Date”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess has not received at least an aggregate of $100,0001,000,000 of gross proceeds from the sale of equity securities (or securities exercisable or exchangeable for or convertible into equity securities) may irrevocably elect (a “Subsequent Financing”) or if prior to purchase allthe Option Expiration Date, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of OTC Market Group Inc. places a “caveat emptor” designation on the Vested Units Company’s publicly traded securities (subject to Section 5(ban “OTC Designation”), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering the Purchaser shall provide written notice (a the “Company Repurchase Purchaser Notice”) to the holder Seller within thirty (30) days of the OTC Designation or holders of such securities within a period of 90 days after Option Expiration Date, as the Separation Date case may be (such period, a the “Repurchase Option Cure Period”); provided that . If a Subsequent Financing does not occur during the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, Cure Period or if the Separation Date occurs prior to such dateOTC Market Group Inc. does not remove the “caveat emptor” designation on the Company’s publicly traded securities during the Cure Period, the Repurchase Option Period Seller shall instead be a period of 90-days after have the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for allright, but not less than allthe obligation, exercisable by written notice to the Purchaser within fifteen (15) days from the expiration of the Unvested Founder Common Units that Cure Period or such OTC Designation occurring (the Company has not elected “Repurchase Period”), to purchase and/or allfrom the Purchaser the New Note (and/or, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securitiesextent the New Note has been converted, but in any event within 20 days the Conversion Shares issued upon such conversion) at the aggregate purchase price of $250,000. Seller’s repurchase option shall automatically terminate upon the earlier of (i) the consummation of a Subsequent Financing, or (ii) if such purchase option is not exercised by Seller prior to the expiration of the applicable Repurchase Option Period (if any). If the Purchaser sells on the open market all or any part of the Conversion Shares before the termination of the Repurchase Period, and Seller exercises the Company repurchase option in accordance with this Section 4.8, the Purchaser shall give written notice (an “Option Notice”) deliver to the Investors setting forth Seller cash in an amount equal to the number of units of each class the Investors are entitled to purchase sale price (excluding brokerage commissions, stock loan costs and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Unitsout-of-pocket expenses, if any), if any, that are Available Securities ) of the Conversion Shares transferred by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each InvestorPurchaser. If the Investors have elected to purchase Purchaser transfers all or any Available Securities, within 10 days after the expiration part of the 20-day period set forth above, Conversion Shares in a private transaction for less than fair market value to any third party before the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise termination of the Repurchase Option Period, and Seller exercises the repurchase option in accordance with this Section 4.8, the Purchaser shall take place deliver to the Seller cash in an amount equal to the Market Price of the Conversion Shares on the later of date which Seller transferred the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such saleConversion Shares. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will The Stock shall be subject to repurchase, in each case a right (but not ----------------- an obligation) of repurchase by the Company and (the Investors "Repurchase Option"). The Company shall have the right to purchase Unvested Shares (as defined below) from the Purchaser at the Purchase Price on or after termination of the License Agreement (such termination to be pursuant to the terms and conditions set forth therein). a. This Repurchase Option shall lapse in this Section 3 and in Section 5 accordance with the schedule attached hereto as Exhibit B (the “"Schedule") which sets forth the --------- amount of Stock which may be repurchased under the Repurchase Option”). If there is a Subsidiary Public Offering Option ("Unvested Shares") and the securities of such Subsidiary are distributed corresponding contingencies for repurchase. The Repurchase Option shall terminate and cease to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 exercisable with respect to any repurchase and all Unvested Shares upon the earlier of the securities of such Subsidiary. (bi) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after seven years from the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. ; (cii) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by upon which the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s**; (iii) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering**Material is confidential and has been omitted and filed separately with the Securities and Exchange Commission. merger, consolidation or other reorganization of the Company ("Merger") in which (1) securities representing more than 50% of the total combined voting power of the voting securities of the successor business entity are not immediately thereafter beneficially owned directly or indirectly and with respect in substantially the same proportion by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such Merger, or (2) the consideration to the Company's stockholders for the Merger is not solely voting securities, or (3) at least 50% of the senior executive officers of Company immediately prior to the Merger do not continue as senior executive officers of the successor business entity; (iv) the completion of a sale, transfer or other disposition of all Purchased Securities upon or substantially all of the Company's assets; or (v) the consummation of the Company's sale of its common stock in a Sale public offering pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"). b. The Repurchase Option shall be exercised by written notice signed by the President or Treasurer of the CompanyCompany and delivered as provided in subparagraph 10(b) hereof. The Company may pay for the shares of Stock it has elected to repurchase by delivery of a cashier's check or by wire transfer of immediately available funds in an aggregate amount equal to the Purchase Price multiplied by the number of shares of Stock being repurchased.

Repurchase Option. (ai) If Purchaser voluntarily terminates his employment relationship with the Company or if the Company terminates Purchaser's employment relationship with the Company for Cause (as defined below), 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). (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) 75% of the Shares shall initially be subject to the Repurchase Option. 1/48 of the total number of Shares shall be released from the Repurchase Option on each monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing: (A) If the Company terminates Purchaser's employment with the Company other than for Cause, then 236,250 of the Shares that are subject to the Repurchase Option as of such date shall be immediately released from the Repurchase Option on the effective date of such termination in addition to any Shares previously released from the Repurchase Option as of such date in accordance with the second sentence of this Section 3(a)(iii). (B) In the event of a Separation, Change of Control (as defined below) during the Purchased Securities (whether vested or unvested and whether held by Executive or one or more term of Executive’s transferees, other than Purchaser's employment with the Company and (a) Purchaser is not offered a position with similar responsibilities (at the Investorssame or greater base salary and bonus potential) will be subject to repurchase, in each case by the Company surviving corporation or (b) Purchaser's principal office after the Change of Control is located more than 50 miles from your residence, 100% of the Shares shall be released from the Repurchase Option on the effective date of the transaction. For purposes of the foregoing sentence, it is agreed that managing the online division of a major drugstore chain will not constitute a position with similar responsibilities. Subject to such exception, however, Purchaser and the Investors pursuant Company agree that a position with similar responsibilities will include any position in which Purchaser continues to run the operations of the Company with full executive responsibility for strategic and business planning, profit and loss, marketing, pricing and sales. Purchaser further agrees that Purchaser's responsibilities at the surviving corporation shall not be considered to be dissimilar solely because the acquiring company combines and operates warehousing, distribution and other similar operations. (iv) The following terms and conditions set forth referred to in this Section 3 and in Section 5 (shall have the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.following meanings:

Repurchase Option. (ai) In the event of a Separation, the Purchased Securities (whether vested voluntary or unvested and whether held by Executive involuntary termination of Purchaser's employment or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as consulting relationship with the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Periodor without cause, the Company shall give have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days from the effective date of such termination (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 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 (an “Option Notice”) to the Investors setting forth Purchaser or Purchaser's executor and, at the number Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of units a check in the amount of each class the Investors are entitled to purchase and the purchase price for each type 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 Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units of each class each Investor is entitled to purchaseShares being repurchased by the Company, without further action by the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionPurchaser. (diii) The closing 100% of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option Shares shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not initially be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant subject to the Repurchase Option Option. Thereafter, the Shares held by check(sPurchaser shall he released from the Company's repurchase option under this Section 3(a) or wire transfer(sas follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): twenty-five (25%) percent of the total number of Shares shall be released from the repurchase option on January 20, 2000 and one forty-eighth (1148th) of good and immediately available funds. The Company and the Investors will Shares shall be entitled to receive customary representations and warranties with respect to title and enforceability released from the sellers regarding such salerepurchase option at the end of each month thereafter until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than Purchaser's employment with the Company and the Investors) will be subject to repurchaseis terminated, in each case by the Company and the Investors whether pursuant to the terms Employment Agreement between Purchaser and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, dated April 3, 1998 (the "Employment Agreement") or any amendments thereto, or otherwise, by reason of Cause or Without Cause (as such terms are defined in the Employment Agreement), then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of shall have an irrevocable option (the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b"Repurchase Option"), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within for a period of 90 ninety (90) days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior said termination to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired repurchase from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class Purchaser or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each InvestorPurchaser's personal representative, as the case may be, will pay at the purchase price for Purchase Price, the Purchased Securities to Shares which have not vested under the provisions of Sections 2b, 2c and 2d below as of such termination date. (b) One hundred percent (100%) of the Shares shall initially be purchased by it pursuant subject to the Repurchase Option by check(s) or wire transfer(s) of good Option. Thereafter, the Shares shall vest and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability released from the sellers regarding such sale.Repurchase Option on a monthly basis with the number of Shares released for each elapsed full month following the Vesting Commencement Date (as set forth on the signature page to this 1. Agreement) equal to the product of (ei) The provisions 1,340,000 and (ii) 0.016. As a result of this Section 3 will terminate with respect to the foregoing vesting, all Purchased Securities (other than Unvested Founder Common Units) upon of the consummation Shares shall be released from the Repurchase Option on or before the five year anniversary of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale Vesting Commencement Date. Upon the closing of the Company's Series A financing (the "Series A Closing") contemplated by the Summary of Terms, attached hereto as Exhibit A, the then unvested Shares (the Unvested Shares") shall vest and be released from the Repurchase Option on a monthly basis with the number of Shares released for each elapsed full month following the Series A Closing equal to the product of (i) the number of Unvested Shares and (ii) 0.

Repurchase Option. (a) In the event that either: (i) the Buyer for any reason, except for acts of a SeparationGod and other unforeseen events and actions over which the Buyer has no control, shall not satisfy the Purchased Securities (whether vested or unvested and whether held by Executive or one or more material conditions to the Second Closing, including payment of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors principal amount of $792,500 due pursuant to the terms of the Acquisition Promissory Note subject to any cure period; or (ii) during the period following the First Closing through the Second Closing, YA Global Investments, LP (“YA Global”, f/k/a Cornell Capital Partners, LLP) and/or ▇▇▇▇▇▇▇▇▇▇ Equity Partners, Ltd., in one or a series of transactions converts the shares of Series A Convertible Preferred Shares held by them so that, following such transactions, they beneficially own in the aggregate and conditions set forth collectively at the time of such transactions and as disclosed in this Section 3 an appropriate filing with the SEC 15% or more of then issued and in Section 5 outstanding shares of the Buyer’s Common Stock, the Members, jointly and not severally, shall have an option (the “Repurchase Option”) to purchase all (but not less than all) of the shares of Buyer Sub common stock held in escrow pursuant to the Acquisition Pledge and Escrow Agreement attached hereto as Exhibit B for aggregate consideration of $100 (the “Repurchase Consideration”). If there is The Repurchase Option shall be exercisable for a Subsidiary Public Offering period of 15 days following the first occurrence of an event set forth in either subparagraph (a) or (b) above (the “Repurchase Option Exercise Period”) and, if not exercised during such Repurchase Option Exercise Period, the Repurchase Option shall automatically terminate and the securities shall be of such Subsidiary are distributed no further force or effect. The Members, jointly and not severally, shall exercise their Repurchase Option by delivering written notice to the members Buyer and Buyer Sub on or before the expiration of the Company, then such Subsidiary will be treated as Repurchase Option Exercise Period (the Company for purposes of this Section 3 and Section 5 “Repurchase Option Notice”) together with respect a check or checks in the amount equal to any repurchase the Repurchase Consideration. A closing with regard to the Member’s exercise of the securities Repurchase Option shall occur no later than 15 business days following the Buyer’s receipt of such Subsidiarythe Repurchase Option Notice and Repurchase Consideration from the Members (the “Repurchase Option Closing”). (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not Members exercise the Repurchase Option prior in accordance with Section 1.12(a): (i) as a break-up fee, the Members shall have a right to retain (A) all of the shares of Buyer Common stock issued at the First Closing pursuant to Section 1.6 above and (B) 5,000,000 shares of Buyer Common Stock issued pursuant to Section 1.7(a) above; and (ii) the Buyer’s obligations to pay the principal amount and interest due under the Acquisition Promissory Notes and One Year Notes shall terminate and such promissory notes shall be delivered to the date that is 18 months after Buyer at the date hereof Repurchase Option Closing for cancellation; and, for all purposes of (iii) the Buyer shall have no further liability or obligation to the Members or the Surviving Corporation under this Agreement, if the Separation Date occurs prior to such dateCollateral Agreements, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transactionor otherwise. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event Purchaser’s Continuous Service Status (as defined in Section 9(d) hereof) is terminated, for any reason or no reason, including, without limitation, by reason of a SeparationPurchaser’s death or disability (as defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees“Code”), other than the Company and the Investors) will be subject to repurchase, in each case by the Company and for any reason or by Purchaser for any reason, the Investors pursuant to Company shall upon the terms and conditions set forth in this Section 3 and in Section 5 date of such termination (the “Termination Date”) have an irrevocable, exclusive option (the “Repurchase Option”) for a period of three months from such Termination Date to repurchase all or any portion of the Vesting Shares (as defined under Section 4(c) hereof) held by each Holder as of the Termination Date that have not yet been released from the Repurchase Option, at the price equal to $0.01 per Vesting Share (adjusted for any stock splits, stock dividends and the like) (the “Termination Price”). If there is a Subsidiary Public Offering Notwithstanding the provisions of this Section 4, Holder hereby acknowledges that the Company has no obligation, either now or in the future, to repurchase any of the Vesting Shares at any time. Further, Holder acknowledges and understands that, in the securities event that the Company elects to exercise its Repurchase Option, the Termination Price may be less than the value of such Subsidiary are distributed to the members of Vesting Shares being repurchased by the Company, then and that Holder bears any risk associated with the potential loss in value. (b) The Repurchase Option shall be exercised by the Company by written notice at any time within three months following the Termination Date to Holder or, in the event of Purchaser’s death, Purchaser’s executor, and, at the Company’s option: (i) by delivery to Purchaser or Purchaser’s executor of a check in the amount of the Termination Price for the Vesting Shares being repurchased; (ii) by cancellation by the Company of indebtedness equal to the Termination Price for the Vesting Shares being repurchased; or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Subsidiary will Termination Price. Upon delivery of such notice and payment of the Termination Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Vesting 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 Vesting Shares being repurchased by the Company, without further action by any Holder. (c) On the date hereof, none of the Shares shall be treated as vested, and all 1,000,000 of the Shares (the “Vesting Shares”) shall be subject to the Repurchase Option. Of the Vesting Shares, 500,000 Shares shall vest on the Award Date I and 500,000 Shares shall vest on the Award Date II. For purposes of this Agreement, “Award Date I” shall mean the achievement of the milestone set forth on SCHEDULE I attached hereto. The decision by the Company for purposes of this Section 3 and Section 5 the Award Date I will be signified by the initiation of dosing in clinical studies employing the new formulation in patients with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), type 2 diabetes or other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all metabolic disorders involving uncontrolled plasma glucose levels. For purposes of this Agreement, if “Award Date II” shall mean the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason decision by the Company does not elect to purchase all of file any non-provisional patent on the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”)New Formulation. As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but Award Date I and Award Date II can occur in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase order and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based neither is contingent upon the number of Class A Common Units owned by other. Notwithstanding the foregoing, in each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class case such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of scheduled release from the Repurchase Option shall take place on the later immediately cease as of the date designated by Termination Date. Notwithstanding the Company foregoing, if a Triggering Event (as defined in the applicable Company Repurchase Notice or the applicable Investor Repurchase NoticeSection 9(i) hereof) occurs, which date shall not be more than 30 days nor less than 15 days after the later 100% of the delivery total number of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased Vesting Shares held by it pursuant to Holder that have not yet been released from the Repurchase Option by check(sshall be released from the Repurchase Option as of immediately prior to, and contingent upon, the occurrence of such Triggering Event; provided that in the event of a Triggering Event under Section 9(i)(i) or wire transfer(s9(i)(ii), Purchaser’s Continuous Service Status has not terminated prior to such Triggering Event. Notwithstanding the foregoing, or anything else to the contrary set forth in this Agreement, the parties acknowledge and agree that the Board (excluding the Holder and its affiliates, if applicable) of good shall at all times have the full right and immediately available funds. The Company and the Investors will be entitled authority (but without any corresponding obligation) to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale provide for accelerated vesting of the CompanyVesting Shares on any terms the Board (excluding the Holder and its affiliates, if applicable) deems appropriate.

Repurchase Option. (ai) 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. Twenty-five percent (25%) of the total Shares shall be vested as of the Vesting Commencement Date (as set forth on the signature page of this Agreement) and 1/36 of the remaining 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 SeparationChange in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the Purchased Securities (whether vested or unvested and whether held by Executive or one or more consummation of Executive’s transfereesthe Change in Control Transaction, other than the Company and the Investorsremaining fifty percent (50%) will of all unvested Shares shall be subject to repurchasefully vested upon the consummation of the Change in Control Transaction if and only if, in each case by within twelve (12) months of the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities consummation of such Subsidiary are distributed to the members of the CompanyChange in Control Transaction, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder Purchaser's employment or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investorconsultancy, as the case may be, will pay with the purchase price 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 Purchased Securities to be purchased by it pursuant 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 Repurchase Option 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 check(s) or wire transfer(sthe shareholders of the Company of more than fifty percent (50%) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale 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. (ai) In the event of a Separationthe 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 Purchased Securities Company shall upon the date of such termination (whether vested the "TERMINATION DATE") have an irrevocable, exclusive option (the "REPURCHASE OPTION") for a period of 60 days from such date to repurchase all or unvested and whether any portion of the Shares held by Executive or 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 continue for a period of up to one or more of Executive’s transferees, other than 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 InvestorsCompany 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) will One hundred percent (100%) of the Shares shall initially be subject to repurchasethe Repurchase Option. 1/8 of the Shares shall be released from the Repurchase Option on the date that is six (6) months after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48 of the total number of Shares shall be released from the Repurchase Option at the end of each month thereafter, until all Shares are released from the Repurchase Option (provided in each case by that Purchaser's employment or consulting relationship with the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but has not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option been terminated prior to the date that is 18 months after of any such release). Fractional shares shall be rounded to the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transactionnearest whole share. (civ) If for any reason Notwithstanding the Company does not elect to purchase all above, in the event of Purchaser's death or disability at such time as more than fifty percent (50%) of the Purchased Securities pursuant Shares remain subject to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, all Shares in excess of the Unvested Founder Common Units such fifty percent (50%) that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (remain subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on be deemed to be released from the later Repurchase Option as of the date designated time of such death or disability. (v) Notwithstanding the above, in the event Purchaser's employment or consulting relationship with the Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall be deemed to have been released from the Repurchase Option immediately prior to the Termination Date. (vi) Notwithstanding the above, if Purchaser voluntarily terminates his employment or consulting relationship with the Company prior to the closing of a sale of equity securities by the Company in which the applicable gross proceeds to the Company Repurchase Notice or when added together with all other amounts previously received by the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant sale of equity securities are greater than One Million Dollars ($1,000,000) then all of Purchasers' Shares shall remain subject to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such saleOption. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of a SeparationPurchaser ceases to be ----------------- "employed by the Company" (as defined herein) for any reason, with or without cause (including death, disability or voluntary resignation), the Purchased Securities (whether vested Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 90 days from such termination date to repurchase all or unvested and whether any portion of the Shares held by Executive or one or more Purchaser as of Executive’s transfereessuch date which have not yet been released from the Company's repurchase option at the original purchase price per Share specified in Section 1. For purposes of this Agreement, other than Purchaser will be considered to be "employed by the Company" if the Board of Directors of the Company and determines that Purchaser is rendering substantial services as an officer, employee, consultant or independent contractor to the Investors) Company. In case of any dispute as to whether Purchaser is employed by the Company, the Board of Directors of the Company will have discretion to determine whether Purchaser has ceased to be subject to repurchase, in each case employed by the Company and the Investors pursuant effective date on which Purchaser's employment terminated. The option shall be exercised by the Company by written notice to Purchaser or his executor and, at the Company's option, (i) by delivery to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of Purchaser or his executor with such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event notice of a Separation, the Company (with the approval of the Board check in the case amount of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type the Shares being purchased, or (ii) in the event the 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 (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of each class each Investor is entitled the Shares purchased by Purchaser shall initially be subject to purchasethe Company's repurchase option as set forth above. Thereafter, the aggregate purchase price and Shares held by Purchaser shall be released from the time and place Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): 1/4th of the closing total number of Shares shall be released from the repurchase option on the first anniversary of the transaction Vesting Commencement Date (as set forth on the “Investor Repurchase Notice”signature page of this Agreement), and 1/48th of the Shares originally purchased shall be released from the repurchase option each month thereafter on the Monthly Vesting Date (as set forth on the signature page of this Agreement), until all Shares are released from the repurchase option. At the time the Company delivers the Investor Repurchase Notice Fractional shares shall be rounded to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionnearest whole share. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (ai) In the event of a Separation, the Purchased Securities (whether vested voluntary or unvested and whether held by Executive involuntary termination of Purchaser's employment or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as consulting relationship with the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Periodor without cause, the Company shall give have an irrevocable, exclusive option (the "Repurchase Option") for a period of 60 days from the effective date of such termination (the "Termination Date") to repurchase ail 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 (an “Option Notice”) to the Investors setting forth Purchaser or Purchaser's executor and, at the number Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of units a check in the amount of each class the Investors are entitled to purchase and the purchase price for each type 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 Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units of each class each Investor is entitled to purchaseShares being repurchased by the Company, without further action by the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionPurchaser. (diii) The closing 100% of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option Shares shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not initially be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant subject to the Repurchase Option Option. Thereafter, the Shares held by check(sPurchaser shall be released from the Company's repurchase option under this Section 3(a) or wire transfer(sas follows (provided in each case that Purchaser's employment has not been terminated prior to the date of any such release): twenty (20%) percent of the total number of Shares shall be released from the repurchase option on August 1, 1999 and one sixtieth (1/60th) of good and immediately available funds. The Company and the Investors will Shares shall be entitled to receive customary representations and warranties with respect to title and enforceability released from the sellers regarding such salerepurchase option at the end of each month thereafter until all Shares are released from the repurchase option. Fractional shares shall be rounded to the nearest whole share. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (ai) 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) one-fourth (1/4) of the Shares shall be vested on the date that is one year 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 SeparationChange in Control Transaction (as defined below), fifty percent (50%) of all unvested Shares shall be fully vested upon the Purchased Securities (whether vested or unvested and whether held by Executive or one or more consummation of Executive’s transfereesthe Change in Control Transaction, other than the Company and the Investorsremaining fifty percent (50%) will of all unvested Shares shall be subject to repurchasefully vested upon the consummation of the Change in Control Transaction if and only if, in each case by within twelve (12) months of the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities consummation of such Subsidiary are distributed to the members of the CompanyChange in Control Transaction, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder Purchaser's employment or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investorconsultancy, as the case may be, will pay with the purchase price 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 Purchased Securities to be purchased by it pursuant 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 Repurchase Option 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 check(s) or wire transfer(sthe shareholders of the Company of more than fifty percent (50%) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale 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. (ai) In the event of a Separationthe 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 Purchased Securities Company shall upon the date of such termination (whether vested the "TERMINATION DATE") have an irrevocable, exclusive option (the "REPURCHASE OPTION") for a period of 60 days from such date to repurchase all or unvested and whether any portion of the Shares held by Executive or 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 continue for a period of up to one or more of Executive’s transferees, other than 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 InvestorsCompany 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) will One hundred percent (100%) of the Shares shall initially be subject to repurchasethe Repurchase Option. 1/8 of the Shares shall be released from the Repurchase Option on the date that is six (6) months after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and 1/48 of the total number of Shares shall be released from the Repurchase Option at the end of each month thereafter, until all Shares are released from the Repurchase Option (provided in each case by that Purchaser's employment or consulting relationship with the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but has not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option been terminated prior to the date that is 18 months after of any such release). Fractional shares shall be rounded to the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transactionnearest whole share. (civ) If for any reason Notwithstanding the Company does not elect to purchase all above, in the event of Purchaser's death or disability at such time as more than fifty percent (50%) of the Purchased Securities pursuant Shares remain subject to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, all Shares in excess of the Unvested Founder Common Units such fifty percent (50%) that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (remain subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on be deemed to be released from the later Repurchase Option as of the date designated time of such death or disability. (v) Notwithstanding the above, in the event Purchaser's employment or consulting relationship with the Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall be deemed to have been released from the Repurchase Option immediately prior to the Termination Date. (vi) Notwithstanding the above, if Purchaser voluntarily terminates his employment or consulting relationship with the Company prior to (i) the closing of a sale of equity securities by the Company in which the applicable gross proceeds to the Company Repurchase Notice or when added together with all other amounts previously received by the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant sale of equity securities are greater than One Million Dollars ($1,000,000) or (ii) May 1, 1997, then all of Purchasers' Shares shall remain subject to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such saleOption. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of the termination of this Sub-Sublease for any reason other than (i) a Separationmaterial, uncured default of Sub-Subtenant under this Sub-Sublease or (ii) the voluntary or involuntary liquidation, dissolution or winding up of the Sub-Subtenant, the Purchased Securities Sub- Subtenant shall upon the date of such termination (whether vested or unvested and whether held by Executive or one or more of Executive’s transfereesthe “Termination Date”) have an irrevocable, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 exclusive option (the “Repurchase Option”). If there is ) for a Subsidiary Public Offering and period of three (3) months from the securities of such Subsidiary are distributed Termination Date to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to repurchase all or any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, portion of the Unvested Founder Common Units and/or allShares (as defined below) at a purchase price of $0.001 per share (as adjusted for stock splits, but not less than allstock dividends, of reclassification and the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”like); provided provided, that in the event that the Company may not exercise the Repurchase Option prior Sub-Subtenant elects to the date that is 18 months after the date hereof and, for repurchase all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be or a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, portion of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it Shares pursuant to the Repurchase Option (the “Repurchased Shares”), then Sub-Sublandlord in its sole discretion may elect to retain the Repurchased Shares by check(spaying to Sub-Subtenant within 10 Business Days of the Sub-Subtenant’s election to repurchase the Repurchased Shares an amount equal to the Retention Payment (as defined below), in which case upon the receipt of the Retention Payment by the Sub-Subtenant, the Sub-Sublandlord shall retain the Repurchased Shares. 100% of the Base Rent Shares shall initially be subject to the Repurchase Option (the “Vesting Shares”). 1/36th of the Vesting Shares shall be released from the Repurchase Option on the one-month anniversary of the Commencement Date, and an additional 1/36th of the Vesting Shares shall be released from the Repurchase Option on the same day of each month thereafter, until all Vesting Shares are released from the Repurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall immediately cease as of the Termination Date. Fractional shares shall be rounded to the nearest whole share. “Unvested Shares” means Base Rent Shares that have not yet been released from the Repurchase Option. “Retention Payment” means an amount in cash equal to the number of Repurchased Shares multiplied by the Price Per Share. In the event of (i) or wire transfer(s(ii) above, or an acquisition or initial public offering of good Sub-Subtenant, the Unvested Shares shall fully and immediately available funds. The Company vest, and the Investors will be entitled to receive customary representations and warranties Repurchase Option shall lapse with respect to title and enforceability from the sellers regarding such saleUnvested Shares. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (ai) In the event of a Separationthe voluntary or involuntary termination of Purchaser’s Continuous Service Status for any reason (including death or Disability), with or without cause, the Purchased Securities Company shall upon the date of such termination (whether vested or unvested and whether held by Executive or one or more of Executive’s transfereesthe “Termination Date”) have an irrevocable, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 exclusive option (the “Repurchase Option”). If there is ) for a Subsidiary Public Offering period of months 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 securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiarylike). (bii) In The Repurchase Option shall be exercised by the event Company by written notice at any time within months following the Termination Date 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 Separation, the Company (with the approval of the Board check in the case amount of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type the Shares being purchased, or (B) by cancellation by the Company of 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 Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units of each class each Investor is entitled to purchaseShares being repurchased by the Company, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionwithout further action by Purchaser. (diii) The closing of the purchase Shares shall initially be subject to the Repurchase Option. of the Purchased Securities pursuant to total number of Shares shall be released from the Repurchase Option on , and an exercise additional of the total number of Shares shall be released from the Repurchase Option on the day of each month thereafter, until all Shares are released from the Repurchase Option; provided, however, that such scheduled releases from the Repurchase Option shall take place on the later immediately cease as of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date Termination Date. Fractional shares shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant rounded to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such salenearest whole share. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (a) In the event of If Recipient’s service as a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than director with the Company and the Investors) will be subject or any Parent or Subsidiary is terminated for any reason, including death or Disability (such date of termination of service is hereinafter referred to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (as the “Repurchase OptionTermination Date”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to have the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase allright, but not less than allthe obligation, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class from Recipient, or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each InvestorRecipient’s personal representative, as the case may be, will pay any or all of the Recipient’s Unvested Shares that have not become vested pursuant to Section 1(d) of this Agreement as of the Termination Date, at the par value of the Unvested Shares (the “Repurchase Option”) and otherwise in accordance with the terms set forth below. (b) The Company may exercise its Repurchase Option by delivering personally or by registered mail, to Recipient (or his transferee or legal representative, as the case may be), within twelve (12) months after the date of termination, a notice in writing indicating the Company’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price for therefor. (c) If the Purchased Securities Company does not elect to be purchased by it pursuant to exercise the Repurchase Option conferred above by check(sgiving the requisite notice within twelve (12) or wire transfer(smonths following the Termination Date, the Repurchase Option shall terminate. (d) Subject to the provisions of good Section 1(a) and immediately available funds1(b) above, and subject to termination pursuant to section 1(c) above, and provided that the applicable Share Vesting Event (as hereinafter defined) occurs prior to the Recipient’s Termination Date, the Repurchase Option shall automatically terminate, and the Unvested Shares shall become vested (“Shares”) on the earlier to occur of: (i) the applicable Share Vesting Date (as hereinafter defined), and (ii) upon a Change in Control of the Company ((i) and (ii) individually and collectively referred to as a “Share Vesting Event”). The Company and Share Vesting Date is the Investors will be entitled to receive customary representations and warranties earliest date (other than a Change in Control) on which the Repurchase Option shall terminate with respect to title all Unvested Shares and enforceability from the sellers regarding such saleshall be , . (e) The provisions For the purposes of this Section 3 will terminate with respect Agreement, “Change in Control” shall mean: (A) a merger, consolidation, share exchange, spin-out or other reorganization involving at least 50% of the voting securities of the Company; (B) a complete liquidation or dissolution of the Company; or (C) the sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries to all Purchased Securities any person (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect transfer to all Purchased Securities upon the consummation of a Sale another Subsidiary of the Company).

Repurchase Option. (a) In the event of the voluntary or involuntary termination of employment of Purchaser with the Company for any reason, with or without cause (including death or disability) (a Separation"Termination"), the Purchased Securities Company shall, upon the date of such termination, have an irrevocable, exclusive option (whether vested the "Repurchase Option") for a period of 180 days from such date to repurchase from Purchaser, at the original purchase price per Share (the "Repurchase Price"), all or unvested and whether any portion of the Shares held by Executive or one or more Purchaser as of Executive’s transfereessuch date, other than to the Company and extent such Shares have not yet been released from the Investors) will Company's Repurchase Option. The Repurchase Option shall be subject to repurchase, in each case exercised by the Company and by written notice to Purchaser or his executor and, at the Investors pursuant Company's option, (i) by delivery to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of Purchaser or his executor, with such Subsidiary are distributed to the members of the CompanyNotice, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board check in the case amount of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type the Shares being repurchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the Repurchase Price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase Price. Upon delivery of such notice and payment of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, Repurchase Price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units of each class each Investor is entitled Shares being repurchased by the Company, without further action by Purchaser. If a Termination occurs at any time after the date hereof and prior to purchase, the aggregate purchase price and the time and place last day of the closing of the transaction twelfth full calendar month December 1, 1996 (the “Investor Repurchase Notice”"Initial Period"). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later apply to 100% of the date designated by Shares. On the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later last day of the delivery Initial Period, 12/48ths of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to Shares shall be purchased by it pursuant to released from the Repurchase Option by check(s) or wire transfer(s) and 1/48th of good and immediately available funds. The Company and the Investors will Shares shall be entitled to receive customary representations and warranties with respect to title and enforceability released from the sellers regarding such sale. (e) The provisions Repurchase Option on the last day of this each calendar month thereafter, provided in each case the Purchaser is an employee of the Company on the date of each said release. Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, all Shares shall be released from the Company's Repurchase Option under Section 3 will terminate immediately upon a merger or consolidation of the Company with respect to or into any other corporation or other entity, or a sale of all Purchased Securities (other than Unvested Founder Common Units) upon or substantially all of the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale assets of the Company, unless the stockholders of the Company immediately prior to such transaction hold at least 50% of the outstanding equity securities of the equity surviving such merger or consolidation or the entity purchasing such assets, or the sale or transfer of more than 50% of the Company's Common Stock to a person or persons acting as a group, who is or are not controlled directly or indirectly by the Company, in a single transaction or series of related transactions.

Repurchase Option. (aA) In Subject to the limitations contained in this Section 7.1(a), Seller or its designee will have the option to repurchase (the "Repurchase Option") the Shares at a price per share equal to the sum of (i) the Original Cost plus (ii) interest on the Original Cost at eight percent (8%) per annum from the date of this Agreement to the date of closing of such repurchase, in the event that prior to January 1, 1999 (A) Purchaser voluntarily terminates his services with Seller for any reason (excluding, however, Purchaser's death or disability) or (B) Purchaser's services for Seller are terminated with or without cause pursuant to the provisions of a Separation, the Purchased Securities (whether vested or unvested and whether held by Executive or one or more of Executive’s transferees, other than any employment arrangement between the Company and the Investors) will Purchaser. The number of Shares which Seller shall be subject entitled to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and 7.1 shall be as follows: (i) Any or all of the Shares in the event the Termination Date occurs before January 1, 1996; (ii) Up to 75% of the Shares in the event the Termination Date occurs after January 1, 1996 but before January 1, 1997; (iii) Up to 50% of the Shares in the event the Termination Date occurs after January 1, 1997 but before January 1, 1998; and (iv) Up to 25% of the Shares in the event the Termination Date occurs after January 1, 1998 but before January 1, 1999. (B) Subject to the limitations contained in Section 5 7.1(a), Seller may elect to purchase all or any portion of the Shares by delivering delivery of written notice (a “Company the "Repurchase Notice”") to the holder or holders of such securities the Shares within a period of 90 sixty (60) days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereofTermination Date. Any Company The Repurchase Notice will shall set forth the number of units of each class Shares to be acquired from each holdersuch holder(s), the aggregate consideration to be paid for such units Shares, and the time and place for the closing of the transaction. (c) If for any reason . The number of Shares to be repurchased by Seller shall first be satisfied to the Company does not elect to purchase all extent possible from the Shares then held by Purchaser at the time of delivery of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”)Notice. As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth If the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not Shares then held by Purchaser is less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate total number of Available Securities of a class or type greater than Shares Seller has elected to purchase, Seller shall purchase the number of Available Securities of such class or type, the Available Securities remaining Shares elected to be purchased by each such Investor shall be allocated among such Investors based upon from the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration other holder(s) of the 20-day period set forth aboveShares, the Company shall notify each holder of Purchased Securities as pro rata according to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and Shares held by such other holder(s) at the time and place of the closing delivery of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor such Repurchase Notice (determined as nearly as practicable to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionnearest Share). (dC) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option transaction provided for in this Section 7.1 shall take place on the later of the date designated by the Company Seller in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 thirty (30) days nor and not less than 15 ten (10) days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, Seller or its designee will pay the purchase price for the Purchased Securities Shares to be purchased by it pursuant to the Repurchase Option by check(s) or wire transfer(s) delivery of good and immediately available funds. The Company and purchasers of the Investors Shares pursuant to this Section 7.1 will be entitled to receive customary representations and warranties from the sale regarding the Seller's good title to, and freedom from Encumbrances on, the Shares. (D) The Repurchase Option set forth in this Section 7.1 will continue with respect to title and enforceability from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale each of the CompanyShares until the earlier of (i) the IPO, (ii) January 1, 1999 and (iii) a Change of Control occurs.

Repurchase Option. (a) In the event of a Separationtermination of Purchaser's employment arrangement with the Company (the "Employment Arrangement") for any reason, with or without cause (whether voluntary or involuntary, including death or disability) (collectively referred to as the "Termination"), the Purchased Securities Company shall upon the date of such Termination have an irrevocable and exclusive option (whether vested or unvested and whether held by Executive or one or more the "Repurchase Option") to repurchase up to the total number of Executive’s transfereesthe Shares specified in Section 3.1(b) at the Original Issuance Price per Share, other than the Company as adjusted for stock splits, stock dividends, consolidations and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiarylike. (b) In All of the event Shares purchased by Purchaser shall initially be subject to the Repurchase Option. Thereafter, the Shares initially subject to the Repurchase Option shall be released from the Repurchase Option, cumulatively, as to one fourth (1/4) of a Separationsuch shares after twelve (12) months following such Vesting Commencement Date and as to one forty-eighth (1/48) of such Shares after each month following such twelve (12) month period during the Employment Arrangement. (c) Within sixty (60) days following Purchaser's Termination, the Company shall notify Purchaser as to whether it (with the approval or its assignee) wishes to purchase all or a portion of the Board in Shares pursuant to the case exercise of any repurchase in excess of $100,000the Repurchase Option. If the Company (or its assignee) may irrevocably elect elects to purchase allsuch Shares hereunder, but not less than all, it shall notify Purchaser in writing of its (or its assignee's) intention to purchase such Shares hereunder at the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject repurchase price per share set pursuant to Section 5(b), other than Immature Vested Units, if any3.1(a) pursuant to this Section 3 and Section 5 by delivering written notice either (i) set a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place location for the closing of the transaction. transaction not later than thirty (c30) If for any reason days from the date of such notice at which time the Company does not elect (or its assignee) shall tender payment for the Shares or (ii) close the transaction by mail by including payment for the Shares with the Company's notice to purchase all Purchaser. Payment for the Shares may be in the form of the Purchased Securities pursuant to the Repurchase Optioncash, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, Company's check or cancellation of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, all or a portion of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice Purchaser's indebtedness to the Company within 20 days after receiving the Option Noticeor any combination thereof. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of At such class or typeclosing, the Available Securities to be certificate(s) representing the Shares so purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected delivered to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as and cancelled (or the Shares transferred to the number Company's assignee, if applicable) or, in the case of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time payment by the Company delivers (or its assignee) by mail, such certificate(s) shall be deemed cancelled (or the Investor Repurchase Notice Shares transferred to the holder(sCompany's assignee, if applicable) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later as of the date designated of the mailing of the Company's notice and, thereafter, shall be promptly returned by Purchaser to the Company in the applicable Company Repurchase Notice by certified or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicableregistered mail. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant Shares subject to the Repurchase Option by check(sas to which the Company (or its assignee) or wire transfer(shas not exercised its Repurchase Option within ninety (90) of good and immediately available funds. The Company and the Investors will days following Purchaser's Termination shall be entitled to receive customary representations and warranties with respect to title and enforceability released from the sellers regarding such saleRepurchase Option. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (ai) In the event of a Separation, the Purchased Securities (whether vested voluntary or unvested and whether held by Executive involuntary termination of Purchaser's employment or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as consulting relationship with the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. reason (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(bincluding death or disability), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder with or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Periodwithout cause, the Company shall give 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). (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, (an “Option Notice”A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the Investors setting forth the number amount of units of each class the Investors are entitled to purchase and the purchase price for each type 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 Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units of each class each Investor is entitled to purchaseShares being repurchased by the Company, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transactionwithout further action by Purchaser. (diii) The closing 100% of the purchase Shares shall initially be subject to the Repurchase Option. One-fourth (1/4th) of the Purchased Securities pursuant to an exercise total number of Shares shall be released from the Repurchase Option shall take place on the later twelve-month anniversary of the date designated by Vesting Commencement Date (as set forth on the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Noticesignature page of this Agreement), which date shall not be more than 30 days nor less than 15 days after the later and an additional 1/48th of the delivery total number of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to Shares shall be purchased by it pursuant to released from the Repurchase Option by check(s) or wire transfer(s) each month thereafter on the Monthly Vesting Date (as set forth on the signature page of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability this Agreement), until all Shares are released from the sellers regarding such saleRepurchase Option. Fractional shares shall be rounded to the nearest whole share. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.

Repurchase Option. (ai) In the event of a Separation, the Purchased Securities (whether vested voluntary or unvested and whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of such Subsidiary are distributed to the members involuntary termination of the Company, then such Subsidiary will be treated as Shareholder's employment or consulting relationship with the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. reason (b) In the event of a Separation, the Company (with the approval of the Board in the case of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(bincluding death or disability), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder with or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Periodwithout cause, the Company shall give written notice upon the date of such termination (the "Termination Date") have an “irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of sixty (60) days from ----------------- such date to repurchase all or any portion of the Shares held by the Shareholder as of the Termination Date which have not yet been released from the Company's Repurchase Option Notice”) at the original purchase price of such Shares (adjusted for share exchanges, stock splits, stock dividends and the like); provided, however, -------- ------- that the Repurchase Option shall continue for a period of up to one year from the Termination Date to the Investors setting forth extent that the number Company reasonably determines that such an extension of units time is necessary to prevent the repurchase of each class the Investors are entitled to purchase and the purchase price for each type such Shares from causing other capital stock of the Available Securities. The Investors may irrevocably elect Company to purchase all, but not less than all, lose its status as "qualified small business stock" under Section 1202 of the Unvested Founder Common Units that are Available Securities and/or allInternal Revenue Code of 1986, but not less than all, of as amended. (ii) The Repurchase Option shall be exercised by the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities Company by giving written notice to the Company within 20 days after receiving Shareholder or the Option Notice. If more than one Investor elects Shareholder's executor and, at the Company's option, (A) by delivery to purchase an aggregate number of Available Securities the Shareholder or the Shareholder's executor with such notice of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth above, the Company shall notify each holder of Purchased Securities as to the number of units of each class each Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction (the “Investor Repurchase Notice”). At the time the Company delivers the Investor Repurchase Notice to the holder(s) of Purchased Securities, the Company shall also deliver written notice to each Investor setting forth the number of units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company check in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later amount of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities Shares being purchased, or (B) in the event the Shareholder 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 accordance with the foregoing, 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 the Shareholder. (iii) 795,625 of the Shares (the "Vesting Shares") shall -------------- initially be purchased by it pursuant subject to the Repurchase Option by check(s) or wire transfer(s) Option. 1/36th of good and immediately available funds. The Company and the Investors will Vesting Shares shall be entitled to receive customary representations and warranties with respect to title and enforceability released from the sellers regarding such sale. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale Repurchase Option on each monthly anniversary of the CompanyEffective Date, until all Vesting Shares are released from the Repurchase Option (provided in each case that the Shareholder's employment or consulting relationship with the Company has not been terminated prior to the date of such release). Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (a) In the event of a Separationthe voluntary or involuntary termination of employment or association with the Company of Purchaser with the Company for any reason, with or without cause (including death or disability), the Purchased Securities (whether vested Company shall, upon the date of such termination, have an irrevocable, exclusive option for a period of 60 days from such date to repurchase all or unvested and whether any portion of the Shares held by Executive or one or more Purchaser as of Executive’s transferees, other than such date which have not yet been released from the Company and Company's repurchase option at the Investors) will original purchase price per Share specified in Section 1. The option shall be subject to repurchase, in each case exercised by the Company and by written notice to Purchaser or his executor and, at the Investors pursuant Company's option, (i) by delivery to the terms and conditions set forth in this Section 3 and in Section 5 (the “Repurchase Option”). If there is a Subsidiary Public Offering and the securities of Purchaser or his executor with such Subsidiary are distributed to the members of the Company, then such Subsidiary will be treated as the Company for purposes of this Section 3 and Section 5 with respect to any repurchase of the securities of such Subsidiary. (b) In the event notice of a Separation, the Company (with the approval of the Board check in the case amount of any repurchase in excess of $100,000) may irrevocably elect to purchase all, but not less than all, of the Unvested Founder Common Units and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) pursuant to this Section 3 and Section 5 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such securities within a period of 90 days after the Separation Date (such period, a “Repurchase Option Period”); provided that the Company may not exercise the Repurchase Option prior to the date that is 18 months after the date hereof and, for all purposes of this Agreement, if the Separation Date occurs prior to such date, the Repurchase Option Period shall instead be a period of 90-days after the date that is 18 months after the date hereof. Any Company Repurchase Notice will set forth the number of units of each class to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Purchased Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all, but not less than all, of the Unvested Founder Common Units that the Company has not elected to purchase and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any) that the Company has not elected to purchase (collectively, “Available Securities”). As soon as practicable after the Company has determined that it will not exercise the Repurchase Option with respect to the Available Securities, but in any event within 20 days prior to the expiration of the applicable Repurchase Option Period, the Company shall give written notice (an “Option Notice”) to the Investors setting forth the number of units of each class the Investors are entitled to purchase and the purchase price for each type the Shares being purchased, or (ii) in the event the 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 (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the Available Securities. The Investors may irrevocably elect to purchase all, but not less than all, price in any of the Unvested Founder Common Units that are Available Securities and/or all, but not less than all, of the Vested Units (subject to Section 5(b), other than Immature Vested Units, if any), if any, that are Available Securities by giving written notice to the Company within 20 days after receiving the Option Notice. If more than one Investor elects to purchase an aggregate number of Available Securities of a class or type greater than the number of Available Securities of such class or type, the Available Securities to be purchased by each such Investor shall be allocated among such Investors based upon the number of Class A Common Units owned by each Investor. If the Investors have elected to purchase any Available Securities, within 10 days after the expiration of the 20-day period set forth ways described above, the Company shall notify each holder become the legal and beneficial owner of Purchased Securities as 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 units Shares being repurchased by the Company, without further action by Purchaser. Ten percent (10%), or 61,500, of each class each Investor is entitled to purchasethe Shares will be immediately released from the Company's repurchase option set forth above. Thereafter, the aggregate purchase price and remaining Shares (the time and place "Remaining Shares") held by Purchaser shall be released from the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's employment or by association with the Company has not been terminated prior to the date of any such release): 1/48th of the closing total number of Remaining Shares shall be released from the repurchase option on each monthly anniversary of the transaction Vesting Commencement Date (as set forth on the “Investor Repurchase Notice”)signature page of this Agreement) thereafter until all Shares are released from the repurchase option. At Fractional shares shall be rounded to the nearest whole share. Notwithstanding the foregoing, in the event that and at such time as the Company delivers has recorded gross product sales revenues of One Hundred Fifty Thousand Dollars ($150,000.00), an additional fifteen percent (15%), or 92,250, of the Investor Repurchase Notice to Shares will be immediately released from the holder(s) of Purchased SecuritiesCompany's repurchase option. In such case, the Company shall also deliver written notice to each Investor setting forth the number of units unvested Remaining Shares will be reduced by such additional amount and such reduced number of each class such Investor is entitled Remaining Shares will continue to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (d) The closing of the purchase of the Purchased Securities pursuant to an exercise of the Repurchase Option shall take place on the later of the date designated by the Company in the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, which date shall not be more than 30 days nor less than 15 days after the later of the delivery of the applicable Company Repurchase Notice or the applicable Investor Repurchase Notice, as applicable. The Company and each Investor, as the case may be, will pay the purchase price for the Purchased Securities to be purchased by it pursuant vest according to the Repurchase Option by check(s) or wire transfer(s) of good and immediately available funds. The Company and the Investors will be entitled to receive customary representations and warranties with respect to title and enforceability from the sellers regarding such salevesting schedule set forth above. (e) The provisions of this Section 3 will terminate with respect to all Purchased Securities (other than Unvested Founder Common Units) upon the consummation of a Qualified Public Offering, and with respect to all Purchased Securities upon the consummation of a Sale of the Company.