Common use of Repurchase Option Clause in Contracts

Repurchase Option. (i) In the event that Purchaser shall at any time cease to have an employment, consulting or other service relationship with the Company (or any successor or its parent company) for any reason (the date of such termination being the “Termination Date”), the Company shall have the right (the “Repurchase Option”), for a period of 90 days from such Termination Date (the “Option Period”), to repurchase any or all of the Shares that have not yet been released from the Repurchase Option pursuant to Section 3(b) (the “Unvested Shares”) at a repurchase price per Share in cash of $2.65 (the “Repurchase Price”). The Company may exercise its Repurchase Option as to any or all of the Unvested Shares at any time during the Option Period by written notice to Purchaser: provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Shares at 5:00 p.m. Pacific time on the last day of the Option Period, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the Delaware General Corporation Law), and the Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; (B) canceling an amount of indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (iii) If the Company neither notifies Purchaser prior to the end of the Option Period of the Company’s decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option (or within an additional period in accordance with Section 3(a)(i)). then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares deemed repurchased, and in no case shall Purchaser have any claim of ownership as to any of such Unvested Shares. If the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares as to which the Repurchase Option was terminated, and Purchaser shall have no right whatsoever to receive the Repurchase Price.

Repurchase Option. (i) In the event that Purchaser shall at any time cease to have an employment, consulting or other service relationship with the Company (or any successor or its parent company) for any reason (the date of such termination being the “Termination Date”Date “), . the Company shall have the right (the “Repurchase Option”Option “), . for a period of 90 days from such Termination Date (the “Option Period”), to repurchase any or all of the Shares that have not yet been released from the Repurchase Option pursuant to Section 3(b) (the “Unvested Shares”) at a repurchase price per Share in cash of $2.65 1.41 (the “Repurchase Price”). The Company may exercise its Repurchase Option as to any or all of the Unvested Shares at any time during the Option Period by written notice to Purchaser: provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Shares at 5:00 p.m. Pacific time on the last day of the Option Period, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period, . in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the Delaware General Corporation Law), and the Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; : (B) canceling an amount of indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (iii) If the Company neither notifies Purchaser prior to the end of the Option Period of the Company’s decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option (or within an additional period in accordance with Section 3(a)(i)). then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares deemed repurchased, and in no case shall Purchaser have any claim of ownership as to any of such Unvested Shares. If the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares as to which the Repurchase Option was terminated, and Purchaser shall have no right whatsoever to receive the Repurchase Price.

Repurchase Option. A. If this Agreement is terminated by the Service Provider for any reason, except death or Total Disability (as defined in Article “9” of this Agreement), or by the Company (i) In the event that Purchaser shall at any time cease for “Cause” (as defined in Article “10” of this Agreement), (ii) pursuant to have an employmentParagraph “C” of Article “4” of this Agreement, consulting or other service relationship with the Company (or any successor or its parent company) for any reason other than for “Cause”, or (iii) by reason of the Service Provider’s death or Total Disability, the Company shall, upon the date of such termination being the “Termination Date”)termination, the Company shall have the right an irrevocable, exclusive option to repurchase (the “Repurchase Option”), for a period of 90 days from such Termination Date () any Earned Shares or Unearned Shares with respect to which the “Option Period”), Company has not expressly declined in writing to repurchase any or all of the Shares that have not yet been released from the exercise its Repurchase Option pursuant to Section 3(b) this Article “6” of this Agreement (such Shares with respect to which the Company has not expressly declined in writing to exercise its Repurchase Option are hereinafter referred to as the “Unvested Unreleased Shares”) ), at a repurchase the price per Share share which is set forth in cash Paragraph “B” of $2.65 this Article “6” of this Agreement (the “Repurchase Price”). The Company may exercise its Repurchase Option as to any or all of the Unvested Shares at any time during after the Option Period by written notice termination of this Agreement pursuant to Purchaser: this Paragraph “A” of this Article “6” of this Agreement; provided, however, that the Company’s Repurchase Option shall be deemed to have been exercised without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised Party as to all Unvested Unreleased Shares at 5:00 p.m. Pacific time PST on the last day date that is ninety (90) days after the date of the Option Periodtermination of this Agreement pursuant to this Paragraph “A” of this Article “6” of this Agreement, unless the Company expressly, in writing, declines in writing to exercise its Repurchase Option in whole or in part with respect to any of the Shares prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of time (such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the Delaware General Corporation Law), and the Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; (B) canceling an amount of indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company“Released Shares”). (iii) If the Company neither notifies Purchaser prior to the end of the Option Period of the Company’s decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option (or within an additional period in accordance with Section 3(a)(i)). then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares deemed repurchased, and in no case shall Purchaser have any claim of ownership as to any of such Unvested Shares. If the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares as to which the Repurchase Option was terminated, and Purchaser shall have no right whatsoever to receive the Repurchase Price.

Repurchase Option. (i) In the event that Purchaser shall at any time cease to have an employment, consulting or other service relationship with the Company (or any successor or its parent company) for any reason (the date of such termination being the “Termination Date”Date “), the Company shall have the right (the “Repurchase Option”Option “), for a period of 90 days from such Termination Date (the “Option Period”), to repurchase any or all of the Shares that have not yet been released from the Repurchase Option pursuant to Section 3(b) (the “Unvested Shares”) at a repurchase price per Share in cash of $2.65 (the “Repurchase Price”). The Company may exercise its Repurchase Option as to any or all of the Unvested Shares at any time during the Option Period by written notice to Purchaser: , provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Shares at 5:00 p.m. Pacific time on the last day of the Option Period, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the Delaware General Corporation Law), and the Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; (B) canceling an amount of indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (iii) If the Company neither notifies Purchaser prior to the end of the Option Period of the Company’s decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option (or within an additional period in accordance with Section 3(a)(i3(a)(0)). , then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares deemed repurchased, and in no case shall Purchaser have any claim of ownership as to any of such Unvested Shares. If the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares as to which the Repurchase Option was terminated, and Purchaser shall have no right whatsoever to receive the Repurchase Price.

Repurchase Option. (i1) In the event that Purchaser shall at any time cease of Employee’s Termination, then, subject to have an employment, consulting or other service relationship with the Company (or any successor or its parent companySection 2(b)(2) for any reason (the date of such termination being the “Termination Date”)below, the Company shall shall, from such time (as determined by the Company in its discretion), have the right an irrevocable, exclusive option to repurchase (the “Repurchase Option”), for a period of 90 days from such Termination Date (the “Option Period”), to repurchase ) any or all of the Restricted Shares that have not yet been released from the Repurchase Option pursuant to in accordance with Section 3(b2(c) below (the “Unvested Unreleased Shares”), for an aggregate purchase price equal to $1.00 (subject to appropriate adjustment in the event of any share dividend, share split, combination or other similar recapitalization) at a repurchase price per Share in cash of $2.65 (the “Repurchase Price”). The Company may exercise its Repurchase Option as to any or all of the Unvested Shares at any time during the Option Period by written notice to Purchaser: provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Unreleased Shares at 5:00 p.m. Pacific time on the last day pm (Toronto time) as of the Option Perioddate that is sixty (60) days following the date of Employee’s Termination, unless the Company declines in writing to exercise its the Repurchase Option in whole or in part prior to such time; provided furtherprovided, that that, notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the Delaware General Corporation Law), and the law. The Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) automatically exercised as soon as a violation of applicable law would not result from its exercise. (ii) If exercise unless the Company determines not declines in writing to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. such time. (2) If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make deliver payment of the aggregate Repurchase Price for the Unvested Shares being repurchased ‎to Subscriber by any of the following methods, in the Company’s sole ‎discretion: (Ai) delivering to Purchaser ‎Subscriber a check cheque in the amount of the aggregate Repurchase Price; , (Bii) canceling cancelling an amount of ‎Subscriber indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or , (Ciii) any combination of ‎‎(i) or (A) and (Bii) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company‎Repurchase Price. (iii3) If In the Company neither notifies Purchaser prior to the end of the Option Period of the Company’s decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of event that the Repurchase Option (is exercised or within an additional period in accordance with Section 3(a)(i)). then deemed exercised, the sole right ‎and remedy of Purchaser Employee thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares deemed repurchasedPrice, and in ‎in no case shall Purchaser Employee have any claim of ownership as to any of such Unvested Shares. If the Unreleased ‎Shares being purchased as a result of the exercise or deemed exercise of the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares as to which the Repurchase Option was terminated, and Purchaser shall have no right whatsoever to receive the Repurchase Price.‎Option.‎

Repurchase Option. (ia) 100% of the Shares that are held by the Founders directly and indirectly in the Company shall be subject to the Repurchase Option (as defined herein) (“Repurchase Option Shares”). (b) In the event that Purchaser shall (A) a Founder (i) voluntarily resigns or otherwise terminates his employment with the Group Companies at any time cease to have an employmentbefore the 4th anniversary of the Series B Closing Date (as defined in the Series B Share Purchase Agreement); or (ii) fails, consulting or other service relationship during the course of his/her employment with the Company Group Companies, to devote the whole of his/her time and attention to the business of the Group or to use his/her best endeavors to develop the business and interests of the Group; (iii) is concerned during the course of his/her employment (without the prior written consent of the Company) with any (competitive or other) business other than that of the Group Companies; or (iv) breaches his/her contract of employment or any successor other obligation to the Group Companies, or its parent company(B) for a Founder breaches his/her non-competition and confidentiality obligations to the Group Companies at any reason (time before the 2nd anniversary of the date of on which such termination being Founder ceases his/her employment with the Group Companies (each a “Termination DateRepurchase Event”), the Company shall upon the date of the occurrence of a Repurchase Event (each such date referred to herein as a “Repurchase Event Date”) have the right an irrevocable, exclusive option (the “Repurchase Option”), for a period of 90 days from such Termination Date (the “Option Period”), ) to repurchase all or any or all portion of the Repurchase Option Shares that held by such Founder either directly or indirectly as of the Repurchase Event Date which have not yet been released from the Company’s Repurchase Option pursuant at a purchase price per share equal to Section 3(bthe par value of each Share of US$0.0005 (adjusted for any stock splits, stock dividends and the like) (the “Unvested SharesShare Repurchase Price”). (c) at Upon occurrence of a repurchase price per Share in cash of $2.65 Repurchase Event, the Company shall exercise the Repurchase Option by written notice within 120 days (the “Repurchase PricePeriod”)) following the Repurchase Event Date to the relevant Founder and Founding Shareholder. The Company may exercise its Repurchase Option as to any or all of the Unvested Shares at any time during the Option Period by written notice to Purchaser: provided, however, that without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised as to all Unvested Shares exercised, at 5:00 p.m. Pacific time on the last day Company’s option upon approval of the Option PeriodMajority Holders, unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the Delaware General Corporation Law), and the Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering delivery to Purchaser the Founder and/or Founding Shareholder with such notice of a check in the amount of the aggregate Share Repurchase Price; Price for the Repurchase Option Shares being purchased, or (B) canceling an amount cancellation of indebtedness of Purchaser to the Company equal to the aggregate Share Repurchase Price; Price for the Repurchase Option Shares being repurchased, or (C) any a combination of (A) and (B) such so that the combined payment and cancellation of indebtedness equals such aggregate Share Repurchase Price. Upon delivery of the such notice and payment of the aggregate Share Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Repurchase Option Shares being repurchased and all related rights and interests thereininterest therein or related thereto, and the Company shall have the right to retain and transfer to its own name the number of Unvested Repurchase Option Shares being repurchased by the Company, and pursuant to the Memorandum and Articles of the Company, without further action by the Founding Shareholders. The Company shall revise its register of members to reflect such repurchase and cancel the portion of the repurchased Repurchase Option Shares held by the relevant Founder and/or Founding Shareholder, within 120 days following the Repurchase Event Date. (iiid) The Repurchase Option Shares shall be released from the Repurchase Option as follows: (i) 25% of the Repurchase Option Shares shall be released from the Repurchase Option on the first anniversary of the Series B Closing, 25% of the Repurchase Option Shares shall be released from the Repurchase Option on the second anniversary of the Series B Closing, 25% of the Repurchase Option Shares shall be released from the Repurchase Option on the third anniversary of the Series B Closing and the remaining Repurchase Option Shares shall be released on the fourth anniversary of the Series B Closing; provided, however, that upon occurrence of a Repurchase Event, the release from the Repurchase Option shall immediately cease as of such Repurchase Event Date, and the corresponding Repurchase Option Shares held by such Founder directly or indirectly which have not been released from the Repurchase Option shall be subject to immediate repurchase as provided for in this Section 8.20. Fractional shares shall be rounded to the nearest whole share. (e) In the event that the Repurchase Option is exercised as provided herein, the Founder, the Founding Shareholder and the Company shall use their best efforts to obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for repurchase of the Shares in compliance with applicable laws and regulations, and the Founder and the Founding Shareholder will cooperate fully with the Company in promptly seeking to obtain all such authorizations, consents, orders and approvals. (f) If the Company neither notifies Purchaser prior fails to exercise the Repurchase Option for any reason, the Preferred Holders shall have the right (the “Holder Purchase Right”) to purchase the Repurchase Option Shares within sixty (60) days from the expiration of the Repurchase Period in accordance with the provisions of this Section on the pro rata basis or otherwise agreed by the Preferred Holders, and on the same terms and for the same price as the Company’s Repurchase Option. (g) Notwithstanding the foregoing, all of the Repurchase Option Shares shall no longer be subject to the end Repurchase Option and/or the Holder Purchase Right and all of the unreleased Repurchase Option Period Shares shall be deemed released (i) immediately before, and subject to, the closing of an initial public offering of the Company; (ii) immediately before, and subject to, the closing of the acquisition of the Company by another entity by means of any transaction or a series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company or tax purpose), immediately after which the Founders own less than 50% of the Company’s decision not to exercise its Repurchase Option nor delivers payment voting power in aggregate, or the sale of a majority of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise outstanding voting securities of the Repurchase Option (or within an additional period in accordance with Section 3(a)(i)). then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares deemed repurchased, and in no case shall Purchaser have any claim of ownership as to any of such Unvested Shares. If the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares as to which the Repurchase Option was terminated, and Purchaser shall have no right whatsoever to receive the Repurchase PriceCompany.

Repurchase Option. A. If this Agreement is terminated by the Service Provider for any reason, except death or Total Disability (as defined in Article "9" of this Agreement), or by the Company (i) In the event that Purchaser shall at any time cease for "Cause" (as defined in Article "10" of this Agreement), (ii) pursuant to have an employmentParagraph "C" of Article "4" of this Agreement, consulting or other service relationship with the Company (or any successor or its parent company) for any reason other than for "Cause", or (iii) by reason of the Service Provider's death or Total Disability, the Company shall, upon the date of such termination being termination, have an irrevocable, exclusive option to repurchase (the “Termination Date”), "Repurchase Option") any Earned Shares or Unearned Shares with respect to which the Company shall have the right (the “Repurchase Option”), for a period of 90 days from such Termination Date (the “Option Period”), has not expressly declined in writing to repurchase any or all of the Shares that have not yet been released from the exercise its Repurchase Option pursuant to Section 3(b) this Article "6" of this Agreement (such Shares with respect to which the Company has not expressly declined in writing to exercise its Repurchase Option are hereinafter referred to as the "Unreleased Shares"), at the price per share which is set forth in Paragraph "B" of this Article "6" of this Agreement (the “Unvested Shares”) at a repurchase price per Share in cash of $2.65 (the “"Repurchase Price”"). The Company may exercise its Repurchase Option as to any or all of the Unvested Shares at any time during after the Option Period by written notice termination of this Agreement pursuant to Purchaser: this Paragraph "A" of this Article "6" of this Agreement; provided, however, that the Company's Repurchase Option shall be deemed to have been exercised without requirement of further action on the part of either party hereto, the Repurchase Option shall be deemed to have been automatically exercised Party as to all Unvested Unreleased Shares at 5:00 p.m. Pacific time PST on the last day date that is ninety (90) days after the date of the Option Periodtermination of this Agreement pursuant to this Paragraph "A" of this Article "6" of this Agreement, unless the Company expressly, in writing, declines in writing to exercise its Repurchase Option in whole or in part with respect to any of the Shares prior to such time; provided further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of time (such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the Delaware General Corporation Law), and the Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior to the end of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; (B) canceling an amount of indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company"Released Shares"). (iii) If the Company neither notifies Purchaser prior to the end of the Option Period of the Company’s decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option (or within an additional period in accordance with Section 3(a)(i)). then the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares deemed repurchased, and in no case shall Purchaser have any claim of ownership as to any of such Unvested Shares. If the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares as to which the Repurchase Option was terminated, and Purchaser shall have no right whatsoever to receive the Repurchase Price.

Repurchase Option. (a) The Shares (the “Repurchase Shares”) shall be subject to the right and option of the Company to repurchase such Repurchase Shares (the “Repurchase Option”) as set forth in this Section 1. In the event (i) In the event Holder shall voluntarily terminate Holder’s position as a director or executive officer of the Company or otherwise no longer is performing services at the direction of the Company’s Board of Directors, the Company’s Chief Executive Officer, or their successors and assigns, whether as (y) an employee or director or (z) as an advisor or consultant; provided, that Purchaser shall at any time cease to have if such services are provided as an employmentadvisor or consultant, the Holder has entered into a written consulting or other service relationship agreement with the Company in such form as authorized by the Board of Directors or Chief Executive Officer of the Company, or (or any successor or its parent companyii) if then employed by the Company, the Company shall terminate the Holder’s employment for any reason (the date of such termination being the each a “Termination DateTermination”), the Repurchase Option shall come into effect. (b) Following a Termination, the Company shall have the right right, as provided in subsection (c) hereof, to purchase from the “Holder or his personal representative, as the case may be, the Repurchase Option”), for Shares at a period price of 90 days from such Termination Date $.01 per share (the “Option Period”), to repurchase any or all of the Shares that have not yet been released from the Repurchase Option pursuant to Section 3(b) (the “Unvested Shares”) at a repurchase price per Share in cash of $2.65 (the “Repurchase Price”). The Company may exercise its Repurchase Option as to any or all of the Unvested Shares at any time during the Option Period by written notice to Purchaser: ; provided, however, that without requirement of further action on the part of either party hereto, the such Repurchase Option shall be deemed to have been automatically exercised lapse as to all Unvested [1/48] of the Repurchase Shares at 5:00 p.m. Pacific time on as of the last day of the Option Periodeach month following [Date], unless the Company declines in writing to exercise its Repurchase Option in whole or in part prior to such timebeginning with [Date]; provided further, that notwithstanding in no event shall any fractional share vest, but instead, all share calculations made for purposes of the above, vesting provisions set forth in this Section 1(b) shall be rounded up or down to the Repurchase Option shall not be deemed to have been automatically exercisednearest whole share, and such rounded shares shall instead be deemed to become temporarily unexercisable as of such time and date and extended by the duration of any such period, in any case where such automatic exercise would result in a violation of applicable law (including without limitation Section 160 of the Delaware General Corporation Law), and the Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise. (ii) If the Company determines not to exercise the Repurchase Option in whole or in part, it shall notify Purchaser prior vest pursuant to the end terms of the Option Period, and the Repurchase Option shall thereupon terminate as to any Unvested Shares for which the Company declined to exercise the Repurchase Option. If the Repurchase Option is exercised or deemed to be exercised, then within five (5) business days after the date of such exercise or deemed exercise, the Company shall notify the Escrow Agent (as defined below) thereof and shall make payment of the aggregate Repurchase Price for the Unvested Shares being repurchased by any of the following methods: (A) delivering to Purchaser a check in the amount of the aggregate Repurchase Price; (B) canceling an amount of indebtedness of Purchaser to the Company equal to the aggregate Repurchase Price; or (C) any combination of (A) and (B) such that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all related rights and interests therein, and the Company shall have the right to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (iii) If the Company neither notifies Purchaser prior to the end of the Option Period of the Company’s decision not to exercise its Repurchase Option nor delivers payment of the aggregate Repurchase Price to Purchaser within five (5) business days after the actual or deemed exercise of the Repurchase Option (or within an additional period in accordance with this Section 3(a)(i)1(b). then Notwithstanding the sole remedy of Purchaser thereafter shall be to receive the aggregate Repurchase Price from the Company in the manner set forth above for the Unvested Shares deemed repurchasedforegoing, and in no case shall Purchaser have any claim of ownership as to any of such Unvested Shares. If the Repurchase Option is terminated in whole or in part by written notice from the Company to Purchaser, then upon and following such termination the only remaining right of Purchaser under this Agreement shall be the right to receive and retain the Unvested Shares as to which the Repurchase Option was terminated, and Purchaser shall have no right whatsoever to receive the Repurchase Price.the