Common use of Repurchase Procedures Clause in Contracts

Repurchase Procedures. The Investors may each elect to exercise the Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of each class of Executive Stock, the Company and the other Investors, within 75 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 days of the date any such Employee Stock is issued or (ii) in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date the Company and the Investors become aware of any such participation). To the extent that any of the Investors do not elect to repurchase their full allotment of Executive Stock, the other Investors shall be entitled to purchase all or any portion of the remaining Executive Stock by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Executive Stock within 10 business days of the expiration of the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Notices. Each Repurchase Notice will set forth the number of shares of each class of Executive Stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder’s shares of each such class of Executive Stock and the time and place for the closing of the transaction. If any shares of any class of Executive Stock are held by any transferees of Executive, the Investors and the Company, as the case may be, will purchase such shares of such class elected to be purchased from such holder(s) of Executive Stock, pro rata according to the number of shares of such class of Executive Stock held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

Repurchase Procedures. The Investors Pursuant to the Repurchase Option, the Company may each elect to exercise the Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of each class of Executive Stock, the Company and the other Investors, within 75 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 days of the date any such Employee Stock is issued or (ii) in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date the Company and the Investors become aware of any such participation). To the extent that any of the Investors do not elect to repurchase their full allotment of Executive Stock, the other Investors shall be entitled right to purchase all or any portion of any vested Options held by such Participant or one or more transferees of such Participant and/or the remaining Executive shares of Award Stock by providing notice (the “Supplemental Repurchase Notice”) issued to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock a Participant by delivering written notice or notices (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Noticeeach, a “Repurchase Notice”) to the holder or holders of the applicable Executive such vested Options or Award Stock within 10 business days of at any time and from time to time prior to the expiration of the 10 business day Repurchase Period; provided, that such period during which the Investors were entitled to deliver Supplemental Repurchase Noticesmay be tolled in accordance with Section 2(f) below. Each Repurchase Notice will set forth specifically identify the number of vested Options or shares of each class of Executive Award Stock to be acquired from such holder(s), an estimate of the Fair Market Value, the aggregate consideration to be paid for such holder’s shares of each such class of Executive Stock vested Options and/or Shares and the time and place for the closing of the transactiontransaction (each, a “Repurchase Closing”). If In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if any such vested Options or shares of any class of Executive Award Stock are held by any transferees of Executivesuch Participant, the Investors and Company shall purchase the Company, as vested Options and/or Shares elected to be purchased first from such Participant to the case may be, will purchase such extent of the vested Options and/or shares of such class Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to be purchased from such other holder(s) of Executive Stock, pro rata according to the number of vested Options and/or shares of such class of Executive Award 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)) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such persons.

Repurchase Procedures. The Investors Subject to the terms and conditions of this Paragraph 5 and the Company LLC Agreement, an option of the Company to repurchase Vested Class B Units (a “Repurchase Option”) may each elect be exercised by delivery of written notice to exercise Grantee. Promptly following such written notice, the Company shall repurchase from Grantee, and Grantee shall sell to the Company, those Vested Class B Units subject to the Repurchase Option to purchase up to their pro rata share (in exchange for the fair market value of such Vested Class B Units as determined based upon by the number of Common Shares held by such Investor), by delivering written notice Managing Member in good faith (the “Initial Repurchase NoticeFair Market Value”) to ); provided, that if Grantee’s employment with the holder Employer Group is terminated by Grantee without Good Reason, by Grantee’s employer for Cause, or holders of upon a Grantee Non-Renewal then, in each class of Executive Stockcase, the consideration payable by the Company and to Grantee pursuant to an exercise by the other Investors, within 75 days after the occurrence LLC of a Repurchase Option with respect to Vested Class B Units shall be 50% of the Termination Date (provided Fair Market Value. Grantee, by acceptance of the benefits of the provisions of this Paragraph 5, acknowledges and agrees that such notice the consideration paid by the Company to Grantee may be delivered paid by: (i) in the case delivery of any Employee Stock issued after the Termination Date within 75 days a cashier’s check or wire transfer of the date any such Employee Stock is issued or immediately available funds; (ii) issuance of an unsecured subordinated note, bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate; (iii) from and after an IPO, issuance of common stock of the IPO Entity (as such term is defined in the case WME China LP Agreement); or (iv) by offsetting against any indebtedness or obligations for advanced or borrowed funds owed by Grantee to the Employer Group; provided, that if the Managing Member does not elect a method of Executive’s participation payment, Grantee shall be paid in accordance with clause (i). In connection with any Competitive Activity during Repurchase Option, pursuant to, and subject to the Noncompete Periodterms and conditions of, within 75 days after this Paragraph 5, Grantee shall take or cause to be taken all actions requested by the date Managing Member in order to expeditiously consummate such repurchase and any related transactions, including executing, acknowledging and delivering assignments, a general release of the Company Employer Group, its Affiliates and related persons (in form and substance satisfactory to the Investors become aware Company) and other documents and instruments as may be reasonably requested and otherwise cooperating with the Managing Member, and making customary representations and warranties, including as to due approval and ownership free and clear of any such participation). To the extent that any of the Investors do not elect to repurchase their full allotment of Executive Stock, the other Investors shall be entitled to purchase all or any portion of the remaining Executive Stock by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock by delivering written notice (a “Company Repurchase Notice” liens and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders transfer of the applicable Executive Stock within 10 business days Vested Class B Units. Notwithstanding anything in this Agreement to the contrary, payment (including payment of the expiration obligations underlying the aforementioned promissory note) by the Company for any Vested Class B Units pursuant to an exercise of a Repurchase Option may be subject to certain conditions as determined by the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Notices. Each Repurchase Notice will set forth the number of shares of each class of Executive Stock to be acquired from such holder(s)Managing Member in its sole discretion, an estimate of the aggregate consideration to be paid for such holder’s shares of each such class of Executive Stock and the time and place for the closing of the transaction. If any shares of any class of Executive Stock are held including compliance by any transferees of Executive, the Investors and the Company, as the case may be, will purchase such shares of such class elected to be purchased from such holder(s) of Executive Stock, pro rata according to the number of shares of such class of Executive Stock held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share)Grantee with certain restrictive covenants.

Repurchase Procedures. The Investors Sellers may each elect to exercise the Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such InvestorSeller), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of the Warrants and of each class of Executive Stock, the Company and the other InvestorsSellers, within 75 60 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 60 days of the date any such Employee Stock is issued or (ii) if applicable, in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 60 days after the date the Company and the Investors Sellers become aware of any such participation). To the extent that any of the Investors Sellers purchase shares of Class L Common, Series 4, such Sellers must also purchase a pro rata portion of the Warrants. Warrants may only be purchased pursuant to this paragraph and in connection with a purchase of Class L Common, Series 4. To the extent that any of the Sellers do not elect to repurchase their full allotment of Executive StockStock or Warrants, the other Investors Sellers shall be entitled to purchase all or any portion of the remaining Executive Stock and Warrants by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors Sellers or (ii) the expiration of the 75 60 day period during which the Investors Sellers were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock or of the Warrants is not being repurchased by the InvestorsSellers, the Company may exercise the Repurchase Option for the remaining Executive Stock and Warrants by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Executive Stock and Warrants within 10 business days of the expiration of the 10 business day period during which the Investors Sellers were entitled to deliver Supplemental Repurchase Notices. Each Repurchase Notice will set forth the number of Warrants and/or the number of shares of each class of Executive Stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder’s Warrants and shares of each such class of Executive Stock and the time and place for the closing of the transaction. If any Warrants or shares of any class of Executive Stock are held by any transferees of Executive, the Investors Sellers and the Company, as the case may be, will purchase such shares of such class elected to be purchased from such holder(s) of Executive Stock, pro rata according to the number of shares of such class of Executive Stock held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

Repurchase Procedures. The Investors Seller may each elect to exercise the Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of the Warrants and of each class of Executive Stock, the Company Stock and the other InvestorsCompany, within 75 60 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 60 days of the date any such Employee Stock is issued or (ii) if applicable, in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 60 days after the date the Company and the Investors Seller become aware of any such participation). To the extent that any the Seller purchases shares of the Investors do not elect to repurchase their full allotment of Executive StockClass L Common, Series 4, the other Investors shall be entitled to Seller must also purchase all or any a pro rata portion of the remaining Executive Stock by providing notice (the “Supplemental Repurchase Notice”) Warrants. Warrants may only be purchased pursuant to each this paragraph and in connection with a purchase of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 day period during which the Investors were entitled to deliver Initial Repurchase NoticesClass L Common, Series 4. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, that any portion of the Executive Stock or of the Warrants is not being repurchased by the InvestorsSeller, the Company may exercise the Repurchase Option for the remaining Executive Stock and Warrants by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Executive Stock and Warrants within 10 business days of the expiration of the 10 business day period during which the Investors were Seller was entitled to deliver Supplemental the Initial Repurchase NoticesNotice. Each Repurchase Notice will set forth the number of Warrants and/or the number of shares of each class of Executive Stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder’s Warrants and shares of each such class of Executive Stock and the time and place for the closing of the transaction. If any Warrants or shares of any class of Executive Stock are held by any transferees of Executive, the Investors Seller and the Company, as the case may be, will purchase such shares of such class elected to be purchased from such holder(s) of Executive Stock, pro rata according to the number of shares of such class of Executive Stock held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

Repurchase Procedures. The Investors Pursuant to the Repurchase Option, the Company may each elect to exercise the Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of each class of Executive Stock, the Company and the other Investors, within 75 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 days of the date any such Employee Stock is issued or (ii) in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date the Company and the Investors become aware of any such participation). To the extent that any of the Investors do not elect to repurchase their full allotment of Executive Stock, the other Investors shall be entitled right to purchase all or any portion of the remaining Executive shares of Award Stock by providing notice (the “Supplemental Repurchase Notice”) issued to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock a Participant by delivering written notice or notices (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Noticeeach, a “Repurchase Notice”) to the holder or holders of the applicable Executive such Award Stock within 10 business days of at any time and from time to time prior to the expiration of the 10 business day Repurchase Period; provided, that such period during which the Investors were entitled to deliver Supplemental Repurchase Noticesmay be tolled in accordance with Section 2(f) below. Each Repurchase Notice will set forth specifically identify the number of shares of each class of Executive Award Stock to be acquired from such holder(s), an estimate the repurchase price of such shares, the aggregate consideration to be paid for such holder’s shares of each such class of Executive Stock and the time and place for the closing of the transactiontransaction (each, a “Repurchase Closing”). If In the event that the Company elects to purchase a portion of such Award Stock pursuant to the terms of this Section 2(c), if any shares of any class of Executive such Award Stock are held by any transferees of Executivesuch Participant, the Investors and Company shall purchase the Company, as shares elected to be purchased first from such Participant to the case may be, will purchase such extent of the shares of such class Award Stock then held by such Participant and second purchase any remaining shares elected to be purchased from such other holder(s) of Executive Stock, Award Stock pro rata according to the number of shares of such class of Executive Award 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)) and the number of shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of shares of Award Stock to be purchased from such persons.

Repurchase Procedures. The Investors may each elect to exercise the Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of the Warrants and of each class of Executive Stock, the Company and the other Investors, within 75 60 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 60 days of the date any such Employee Stock is issued or (ii) if applicable, in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 60 days after the date the Company and the Investors become aware of any such participation). To the extent that any of the Investors purchase shares of Class L Common, Series 4, such Investors must also purchase a pro rata portion of the Warrants. Warrants may only be purchased pursuant to this paragraph and in connection with a purchase of Class L Common, Series 4. To the extent that any of the Investors do not elect to repurchase their full allotment of Executive StockStock or Warrants, the other Investors shall be entitled to purchase all or any portion of the remaining Executive Stock and Warrants by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 60 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock or of the Warrants is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock and Warrants by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Executive Stock and Warrants within 10 business days of the expiration of the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Notices. Each Repurchase Notice will set forth the number of Warrants and/or the number of shares of each class of Executive Stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder’s Warrants and shares of each such class of Executive Stock and the time and place for the closing of the transaction. If any Warrants or shares of any class of Executive Stock are held by any transferees of Executive, the Investors and the Company, as the case may be, will purchase such shares of such class elected to be purchased from such holder(s) of Executive Stock, pro rata according to the number of shares of such class of Executive Stock held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

Repurchase Procedures. The Investors After the termination of Executive's employment with ▇▇▇▇▇▇'▇ for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company may each elect to exercise the right to purchase Repurchase Shares (in the amounts and for the prices set forth in Sections 9(a)(i), 9(a)(ii) and 9(a)(iii)) pursuant to the Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering a written notice (the “Initial "Repurchase Notice”") to the Executive and/or any other holder or holders of each class of Executive Stock, the Company and the other Investors, within 75 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 days of the date any such Employee Stock is issued or (ii) in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date the Company Repurchase Shares and the Investors become aware of at any such participation). To time prior to the extent that any end of the Investors do not elect to repurchase their full allotment four-month period commencing on the date of Executive Stock, the other Investors shall be entitled to purchase all or any portion such termination of the remaining Executive Stock by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial employment. The Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Executive Stock within 10 business days of the expiration of the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Notices. Each Repurchase Notice will shall set forth the number of shares of each class and type of Executive Stock such stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder’s shares of each such class of Executive Stock stock and the time and place for the closing of the transaction. If any The number of shares of any class of Executive Stock are to be repurchased by the Company shall first be satisfied to the extent possible from the Repurchase Shares held by any transferees Executive at the time of Executivedelivery of the Repurchase Notice. EXECUTION COPY If the number of Repurchase Shares then held by Executive is less than the total number of Repurchase Shares the Company has elected to purchase, the Investors and Company shall purchase the Company, as the case may be, will purchase such remaining shares of such class elected to be purchased from such the other holder(s) of Executive StockRepurchase Shares, pro rata according to the number of shares of such class of Executive Stock Repurchase Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest sharewhole shares). The Company shall have the right to purchase all or any portion of the Unvested Repurchase Shares without or before purchasing any Vested Repurchase Shares. Any Unvested Repurchase Shares not repurchased pursuant to this Section 9 shall automatically vest upon the expiration of the time periods permitted for the repurchase of such shares under this Section 9.

Repurchase Procedures. The Investors Subject to Section 12(b), each VEP Stockholder may each elect to exercise the Repurchase Option to purchase up to their its pro rata share (determined based upon the number of shares of Common Shares Stock then held by each such Investor), VEP Stockholder on an as converted basis) by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of each class of Executive Stockthe Option Shares, the Company and the other Investors, within 75 VEP Stockholders no later than 60 days after the occurrence later of (i) the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 days of the date any such Employee Stock is issued or and (ii) in the case 181st day following the acquisition of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date the Company and the Investors become aware of any Option Shares subject to such participation)repurchase. To the extent that any of the Investors VEP Stockholders do not elect to repurchase their full allotment of Executive StockOption Shares no later than the fifth business day following delivery of the first Initial Repurchase Notice delivered by any VEP Stockholder (and, immediately following the completion of such fifth business day, the Company will notify in writing each of the VEP Stockholders if any of the VEP Stockholders have not elected to purchase their full allotment of Option Shares), the other Investors VEP Stockholders shall be entitled to purchase all or any portion of the remaining Executive Stock Option Shares by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur delivery of (i) receipt of the first Initial Repurchase Notices from all Notice delivered by any VEP Stockholder; provided that if in the aggregate such VEP Stockholders elect to purchase more than the remaining available Option Shares, such remaining available Option Shares purchased by each VEP Stockholder will be reduced on a pro rata basis based upon the number of the Investors or (ii) the expiration shares of the 75 day period during which the Investors were entitled to deliver Initial Repurchase NoticesCommon Stock then held by each electing VEP Stockholder on an as converted basis. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock is Option Shares are not being repurchased by the InvestorsVEP Stockholders, the Company may exercise the Repurchase Option for the remaining Executive Stock Option Shares by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Executive Stock Option Shares within 10 business days of the expiration of the 10 business day latest period during which the Investors VEP Stockholders were entitled to deliver Supplemental Repurchase Notices. Each Repurchase Notice will set forth the number of shares of each class of Executive Stock Option Shares to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder’s shares of each such class of Executive Stock Option Shares and the time and place for the closing of the transaction. If any shares of any class of Executive Stock Option Shares are held by any transferees of Executivea Participant, the Investors VEP Stockholders and the Company, as the case may be, will purchase such the shares of such class elected to be purchased from all such holder(s) of Executive StockOption Shares, pro rata according to the number of shares of such class of Executive Stock Option Shares held by each such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). If Option Shares of different classes are to be purchased pursuant to the Repurchase Option and such Option Shares are held by any transferees of a Participant, the number of shares of each class of Option Shares to be purchased will be allocated among all such holders, pro rata according to the total number of Option Shares to be purchased from such Persons.

Repurchase Procedures. The Investors After the termination of Executive's employment with ▇▇▇▇▇▇'▇ for any reason, subject to the required consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company may each elect to exercise the right to purchase Repurchase Shares (in the amounts and for the prices set forth in Sections 9(a)(i), 9(a)(ii) and 9(a)(iii)) pursuant to the Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering a written notice (the “Initial "Repurchase Notice”") to the Executive and/or any other holder or holders of each class of Executive Stock, the Company and the other Investors, within 75 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 days of the date any such Employee Stock is issued or (ii) in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date the Company Repurchase Shares and the Investors become aware of at any such participation). To time prior to the extent that any end of the Investors do not elect to repurchase their full allotment four-month period commencing on the date of Executive Stock, the other Investors shall be entitled to purchase all or any portion such termination of the remaining Executive Stock by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial employment. The Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Executive Stock within 10 business days of the expiration of the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Notices. Each Repurchase Notice will shall set forth the number of shares of each class and type of Executive Stock such stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder’s shares of each such class of Executive Stock stock and the time and place for the closing of the transaction. If any The number of shares of any class of Executive Stock are to be repurchased by the Company shall first be satisfied to the extent possible from the Repurchase Shares held by any transferees Executive at the time of Executivedelivery of the Repurchase Notice. If the number of Repurchase Shares then held by Executive is less than the total number of Repurchase Shares the Company has elected to purchase, the Investors and Company shall purchase the Company, as the case may be, will purchase such remaining shares of such class elected to be purchased from such the other holder(s) of Executive StockRepurchase Shares, pro rata according to the number of shares of such class of Executive Stock Repurchase Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest sharewhole shares). The Company shall have the right to purchase all or any portion of the Unvested Repurchase Shares without or before purchasing any Vested Repurchase Shares. Any Unvested Repurchase Shares not repurchased pursuant to this Section 9 shall automatically vest upon the expiration of the time periods permitted for the repurchase of such shares under this Section 9.

Repurchase Procedures. The Investors After the termination of Executive's --------------------- employment with Publishing or any of its Affiliates for any reason, the Company may each elect to exercise the right to purchase Executive Stock (in the amounts and for the prices set forth in Sections 8(a)(i) and 8(a)(ii)) pursuant to the Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering written notice (the “Initial "Repurchase Notice”") to the ----------------- holder or holders of each class of Executive Stock, Stock at any time prior to the Company and the other Investors, within 75 days after the occurrence end of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 75 days of six-month period commencing on the date any of such Employee Stock is issued or (ii) in the case termination of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date the Company and the Investors become aware of any such participation)employment. To the extent that any of the Investors do not elect to repurchase their full allotment of Executive Stock, the other Investors shall be entitled to purchase all or any portion of the remaining Executive Stock by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Executive Stock within 10 business days of the expiration of the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Notices. Each The Repurchase Notice will set forth the number of shares of each class and type of Executive Stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder’s shares of each such class of Executive Stock and the time and place for the closing of the transaction. If any shares of any class of Executive Stock are held by any transferees of ExecutivePermitted Transferees, the Investors Company shall purchase the shares each class and the Company, as the case may be, will purchase such shares type of such class Executive Stock elected to be purchased from such holder(s) of Executive Stock, Stock pro rata according to the number of shares of such class and type of Executive Stock held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The Company may elect to purchase all or any portion of the Unvested Shares without or before purchasing any Vested Shares. If both Unvested Shares and Vested Shares of any class are to be purchased by the Company and shares of Executive Stock are held by Permitted Transferees of Executive, the number of Unvested Shares and Vested Shares of such class to be purchased will be allocated among such holders pro rata according to the total number of shares of Executive Stock of each type and/or class to be purchased from such person.

Repurchase Procedures. The Investors may each elect to (a) To exercise the Repurchase Option repurchase option set forth in Section 10 with respect to purchase up any Pre-Offering Stockholder, the Company shall deliver to their pro rata share such Pre-Offering Stockholder (determined based upon or in the number case of Common Shares held by death such InvestorPre-Offering Stockholder's legal representative), by delivering at any time during the Separation Period, a written notice (the “Initial "Repurchase Notice”") to the holder or holders of each class of Executive Stock, stating that the Company shall exercise its repurchase option. The Repurchase Notice shall specify (i) the number of shares to be repurchased (the "Option Shares"), (ii) the Purchase Price at the time of the Repurchase Notice and (iii) a closing date for the other Investorsrepurchase (the "Closing Date"), within 75 which shall not be later than 30 days after the occurrence date of the Termination Date Repurchase Notice. (provided that such notice may be delivered b) A closing with respect to the repurchase of any shares of Pre-Offering Stock shall take place at the Company's principal executive offices at 10:00 a.m. on the Closing Date. On the Closing Date, the Pre-Offering Stockholder (i) or in the case of any Employee Stock issued after death such Pre-Offering Stockholder's legal representative) shall sell, and the Termination Date within 75 days Company shall purchase, the Option Shares in accordance with the terms of this Agreement. At the date any such Employee Stock is issued closing, the Pre-Offering Stockholder (or (ii) in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 75 days after the date death such Pre-Offering Stockholder's legal representative) shall deliver to the Company certificates representing the Option Shares duly endorsed in blank or with blank stock powers sufficient to permit transfer attached. All of the Option Shares shall be conveyed to the Company free and clear of all security interests, liens, claims, pledges and encumbrances of any kind, and the Investors become aware of any Pre-Offering Stockholder shall provide to the Company a written certificate to that effect, which certificate shall be in such participation). To form as the extent that any Company shall reasonably request. (c) Except as otherwise provided in this Agreement, the Option Shares and all voting rights, rights to receive cash dividends, including without limitation cash liquidating dividends, and other rights incident to the ownership of the Investors do not elect to repurchase their full allotment of Executive Stock, the other Investors Option Shares shall be entitled to purchase all or any portion of the remaining Executive Stock by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 75 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect deemed transferred to the reoffer pursuant to Company on the immediately preceding sentence, any portion of the Executive Stock is not being repurchased by the Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the applicable Executive Stock within 10 business days of the expiration of the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Notices. Each Repurchase Notice will set forth the number of shares of each class of Executive Stock to be acquired from such holder(s), an estimate of the aggregate consideration to be paid for such holder’s shares of each such class of Executive Stock and the time and place for the closing of the transaction. If any shares of any class of Executive Stock are held by any transferees of Executive, the Investors and the Company, as the case may be, will purchase such shares of such class elected to be purchased from such holder(s) of Executive Stock, pro rata according to the number of shares of such class of Executive Stock held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share)Closing Date.