Common use of Repurchase Right Clause in Contracts

Repurchase Right. In the event of a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

Repurchase Right. In the event of a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

Repurchase Right. In Any Restricted Units held by the Executive as a result of vesting may be repurchased (the “REPURCHASE RIGHT”) by the Company at any time during the two-year period following (x) the date of termination of employment in the event that such Restricted Units were vested as of such termination and (y) the vesting of such Restricted Units in the event that such vesting occurred after the date of termination of employment, each (other than Repurchase Rights exercised following a Termination for termination pursuant to Section 4.1 and 4.6) at a price per Restricted Unit equal to the Fair Market Value thereof determined as of the date of repurchase. If the Company’s or any reason of its subsidiaries’ debt agreements restrict, limit or for prohibit it from exercising the Repurchase Right, the foregoing two-year period shall be tolled until such time as the Company is permitted to exercise the Repurchase Right pursuant to the terms of such debt agreements. At no reason, regardless of whether such Termination is effected by voluntary resignation by time shall the Optionee, Company be obligated to exercise the Repurchase Right. The Repurchase Right shall be exercised by the Company, or its designee, by virtue delivering to the Executive a written notice of exercise and a check in the amount of the Optionee’s deathapplicable purchase price. Upon delivery of such notice and payment of the applicable purchase price, the Company, or otherwiseits designee, shall become the Company legal and beneficial owner of the Restricted Units being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right, but not right to transfer to its own name the obligation, to repurchase all number of Restricted Units being repurchased without further action by the Executive or any number of his transferees. If the then Unvested Shares that are issued Company or its designee elect to exercise the Repurchase Right pursuant to this Section 4.10 and outstanding and owned the Executive or held by his transferee fails to deliver the Optionee, subject to and Restricted Units in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the applicable purchase price in an escrow account administered by an independent third party (to be held for the benefit of, and payment over to, the Executive or his transferee in accordance herewith) or set-off the applicable purchase price against any amount the Company or its affiliates may owe the Executive at such time, whereupon the Company shall by written notice to the Executive cancel on its books all of the Executive’s or his transferee’s right, title and interest in and to such Restricted Units. Anything herein to the contrary notwithstanding, in lieu of “forfeiting” any unvested Restricted Units hereunder, the Company may, but shall not be obligated to, repurchase such Restricted Units at a purchase price equal to the original purchase price paid for such Restricted Units held by the Executive. For purposes of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company4.10, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has Executive in good faith disputes the determination of Fair Market Value hereunder, the Managing Member shall select a right regionally or nationally recognized investment banking or valuation firm (the “VALUER”) to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion determine the fair market value of such Unvested Shares in accordance with Restricted Units and the provisions Valuer’s determination shall be final and binding on all the parties. The fees and expenses of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, the Valuer shall be treated as Vested Shares for all purposes of this Agreementpaid one-half by the Executive and one-half by the Company.

Repurchase Right. In After (i) Termination of the event Optionee by the Company with Cause or resignation by the Optionee without Good Reason, or (ii) the twelve (12) month anniversary of a the Optionee’s Termination for any reason by the Company without Cause or for no reasonresignation by the Optionee with Good Reason, regardless of whether such Termination or resignation is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such TerminationTermination or resignation, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 II hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of terminationsuch Termination or resignation. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

Repurchase Right. In Except to the extent provided in any employment agreement or Award Agreement, in the event that any Class B Partner (i) experiences a termination of a Termination employment or termination of other services with the Partnership or its Affiliates for any reason or for no reason(ii) engages in a purported Transfer in violation of the provisions of this Article VI (each, regardless a “Repurchase Trigger”), then (A) the unvested Interests of whether such Termination is effected by voluntary resignation Class B Partner shall be forfeited without payment therefor and (B) at any time and from time to time during the period commencing on the date of such Repurchase Trigger and ending on the later of (I) the six-month anniversary of the Repurchase Trigger and (II) the one-month anniversary of the date of expiration of any holding period that would prohibit the exercise of rights pursuant to this Section 6.05(a), as determined by the OptioneeGeneral Partner in good faith (such later date, by the Company“Initial Repurchase Deadline”), by virtue (x) the Partnership will have the right, but not the obligation, to redeem the vested Class B Interests of such employee or other service provider (taking into account any acceleration of vesting that occurs in connection with such Repurchase Trigger pursuant to the applicable Award Agreement) in exchange for such number of Calpine Shares with a Fair Market Value equal in the aggregate to the Fair Market Value (if any) of the Optionee’s deathInterests (or portion thereof) to be redeemed on the date of the redemption (the “Partnership Redemption Right”), or otherwiseand (y) following any redemption pursuant to the foregoing clause (x), the Company Partnership shall have the right, but not the obligation, to repurchase cause Calpine to purchase, and if the Partnership exercises such right, such Class B Partner will be required to sell to Calpine, any or all of the Calpine Shares so received by such Class B Partner, at a price equal to the applicable Repurchase Price with respect to the Interests in exchange for which the Class B Partner received such Calpine Shares to be purchased on the date of the purchase (the “Calpine Repurchase Right”). The rights and obligations applicable to a holder of Class B Interests under this Agreement shall apply mutatis mutandis to any Class B Partner who receives Calpine Shares pursuant to a Partnership Redemption Right, taking into account the difference in tax consequences of the Class B Interests and the Calpine Shares. For the avoidance of doubt, (1) the Partnership Redemption Right and the Calpine Repurchase Right, respectively, may be exercised more than once, and, any Calpine Shares subject to purchase hereunder may be purchased at different Repurchase Prices, (2) the Partnership, in its sole discretion, may elect to redeem all or any number portion of such Interests, and (3) the then Unvested Partnership, in its sole discretion, may cause Calpine to purchase all or any portion of such Calpine Shares, including purchasing only such Calpine Shares that are issued and outstanding and owned or held by the Optionee, subject to purchase at a lower Repurchase Price. Notwithstanding the foregoing, in no event will the Partnership redeem any Interests pursuant to the Partnership Redemption Right prior to the day immediately following the six-month anniversary of the date such Interests first became vested, and in accordance with the Partnership Redemption Right and the Calpine Repurchase Right shall be subject to the terms of any employment agreement or Award Agreement. Each Partner agrees that Calpine shall be deemed a third-party beneficiary of, and shall be entitled to enforce, this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement6.05.

Repurchase Right. In the event of Unless otherwise determined in a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwiseGrant Letter, the Company shall have the right, right (but not the obligation, ) to repurchase any or all or any number of the then Unvested Shares that are issued and outstanding and owned or held acquired upon exercise of the Options upon a Grantee's ceasing to be an Employee for any reason. Such right shall be exercisable by the Optionee, subject to and in accordance with Company during the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days one year period following the effective later of the date of such Termination, a notice (cessation or the “Notice”) of date the Company’s intention Option is exercised. The price per Share to be paid by the Company should it choose to exercise its repurchase right under this Section 7shall equal the fair market value per share, specifying as determined by the number of Board in good faith; provided, however, if the Shares are to be repurchased following a termination for Cause, or if, prior to such Unvested Shares that repurchase the Company desires Grantee engages in Specified Conduct, then the price per Share to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and be paid by the Company shall not be required after delivery exceed the price per Share paid by the Grantee, less any distributions paid in respect of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereonsuch Share. The purchase price per share for all of the Unvested Shares repurchased Share to be paid by the Company pursuant should it choose to this Section 7 exercise its repurchase right shall be paid in cash or by plain check against delivery of certificates representing the purchase price originally paid repurchased Shares; provided that, if such payment would result in a default or breach on the part of the Company or any subsidiary under any loan or other agreement, then payment shall be deferred until the first business day that it may occur without any such default or breach existing or resulting (and such deferral shall be credited with a market rate of interest as determined by the Optionee Committee), provided, further that if such payment cannot be made within two years of the date of such repurchase, the Grantee may elect to cancel such repurchase and receive a return of the repurchased Shares. The Company may offset against the payment of the repurchase price any amounts owed by the Grantee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election or any Affiliate of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by Should the Company of all or any number of Unvested Shares pursuant choose not to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliverexercise its repurchase right, or cause to be deliveredis otherwise prohibited by law or contract from doing so, to any Claire's Investor or its controlling Affiliates may exercise such right as if it were the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementCompany.

Repurchase Right. In If Holder's employment with the Corporation terminates for any reason at any time (other than as a result of Holder's death or Disability, or in the event of a Termination for any reason termination of Holder's employment without good cause (as defined in the Plan) or for no reasonupon retirement (with the Corporation's prior written consent)), regardless Holdings and/or its designee(s) shall have the option (the "Purchase Option") to purchase, and if an Option is exercised, Holder (or the Holder's executor or the administrator of whether such Termination is effected by voluntary resignation by Holder's estate, in the Optionee, by the Company, by virtue event of the Optionee’s Holder's death, or otherwiseHolder's legal representative in the event of the Holder's incapacity (hereinafter, collectively with such Holder, the Company "Grantor")) shall have the rightsell to Holdings and/or its assignee(s), but not the obligation, to repurchase all or any number portion (at Holding's Option) of the then Unvested Shares that are issued and outstanding and owned or shares of Stock and/or exercised Options held by the Optionee, subject Grantor (such shares of Stock and exercised Options collectively being referred to and as the "Purchasable Shares"). Holdings shall give notice in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering writing to the Optionee, Grantor of the exercise of the Purchase Option within thirty one (301) days following year from the effective date of such Termination, a notice (the “Notice”) termination of the Company’s intention to exercise its repurchase right under this Section 7, specifying Holder's employment. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value (as defined in the Plan) per share of such Unvested Shares that Purchasable Shares. If no notice is given within the Company desires to repurchase, whereupon, subject to the provisions of this Section 7time limit specified above, the Company Purchase Option shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereonterminate. The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Stock, the Fair Market Value per share for all times the number of shares being purchased, and in the Unvested Shares repurchased by case of any Option, the Company pursuant Fair Market Value per share times the number of vested shares subject to this Section 7 such Options which are being purchased, less the applicable per share Option exercise price. The purchase price shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtednesscash. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 such purchase shall take place at the Holding's principal executive offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty within ten (6010) days after the date of terminationpurchase price has been determined. At the Closingsuch closing, the Optionee Grantor shall deliver, or cause to be delivered, deliver to the Company a certificate purchaser(s) the certificates or certificates instruments evidencing the number of Unvested Purchasable Shares to be repurchasedbeing purchased, duly endorsed for transfer (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment by the Company of the purchase price therefor in accordance with by check of the terms of this Section 7purchaser(s). In the event that that, notwithstanding the Company has foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance or any Purchasable Shares by the scheduled closing date, at the option of Holdings, the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. To assure the enforceability of Holding's rights under this Paragraph 19, each certificate or instrument representing Stock or an Option held by Holder and/or the certificate or instrument shall bear a right to repurchase any Unvested Shares conspicuous legend in substantially the following form: "THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE INTERNATIONAL WIRE HOLDING COMPANY 1995 STOCK OPTION PLAN AND A NONSTATUTORY STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." Holding's rights under this Section 19 shall terminate upon the consummation of an underwritten public offering of the Stock, registered and effective under the Securities Act of 1993, as amended, pursuant to this Section 7 and elects not towhich Holdings receives aggregate cash sales proceeds, before underwriting discount, of at least $25 million or fails to, repurchase all or a portion of such Unvested Shares in accordance with lesser amount as the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementCommittee shall determine.

Repurchase Right. In Upon termination of the event of a Termination Optionee's employment or other service relationship with the Company or its Affiliates for any reason or for no reason, regardless the Company will have the right to purchase (the "Repurchase Right"), and the Optionee will have the obligation to sell to the Company upon request any or all of whether such Termination is effected by voluntary resignation the Unvested Option Shares held by the Optionee or a Permitted Transferee within the meaning of Section 10 of this Agreement. The Company may exercise this Repurchase Right at any time, and from time to time, following the Optionee, 's termination by giving written notice to the Optionee stating the number of Unvested Option Shares to be purchased. The purchase price of the Unvested Option Shares will be the lesser of (i) the Fair Market Value of such Unvested Option Shares at the time of repurchase by the Company, or (ii) the Exercise Price per share that was paid by virtue the Optionee to buy the Unvested Option Shares (adjusted to reflect adjustments made under Section 7(c) of the Plan) multiplied by the number of Unvested Option Shares being purchased by the Company. Settlement of the Repurchase Right will be made at the principal executive offices of the Company within 30 days after delivery of the written notice of the Company's exercise of the Repurchase Right to the Optionee’s death. In the discretion of the Administrator, the purchase price will be made via cash, a promissory note, or otherwisea combination of the two. Any such promissory note will provide for substantially equal installments, payable at least annually, over a period not to exceed five years and will accrue interest at the applicable Federal mid-term rate in effect under Code section 1274(d) as of the settlement date, compounded annually. Upon settlement, the Company shall become the legal and beneficial owner of the Unvested Option Shares repurchased and all rights and interests therein or relating thereto, and the Company shall have the right, but not the obligation, right to repurchase all or any number of the then Unvested Shares that are issued retain and outstanding and owned or held by the Optionee, subject transfer to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), own name the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Option Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

Repurchase Right. In Notwithstanding anything to the event of contrary in this Agreement, if the Company has not entered into a Termination for any reason Qualifying MSO Contract (as defined below) on or for no reason, regardless of whether such Termination is effected by voluntary resignation by before the Optionee, by the Company, by virtue one (1) year anniversary of the Optionee’s deathClosing Date, or otherwise, then (i) at any time and from time to time thereafter the Company Buyer shall have the right, but not the obligationwhich it may exercise or decline to exercise in its sole and absolute discretion, to repurchase any or all of the shares of Buyer Stock for the price per share of $0.05 (as adjusted for any stock dividends, combinations or splits), and (ii) the obligation of the Buyer to issue any unissued Contingent Stock or any Post-Closing Earnout Stock shall immediately terminate. Any such repurchase shall be made on a pro rata basis among the Sellers based on the number of the shares of Buyer Stock then Unvested Shares that are issued and outstanding and owned or held by them. If the OptioneeBuyer exercises its right to repurchase the Buyer Stock, subject it shall provide written notice thereof to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7each Seller, specifying the number of shares of Buyer Stock to be repurchased from such Unvested Shares that Seller and the Company desires address to repurchase, whereupon, subject which such Seller shall send the certificate(s) representing the shares of Buyer Stock being repurchased. Each Seller shall then surrender to the provisions of this Section 7Buyer such certificate(s) for cancellation and the repurchase price for such shares shall be payable to such Seller. Upon such payment to any Seller, the Company Buyer shall become legally obligated to repurchase from the Optionee, legal and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as beneficial owner of the Unvested Shares referred shares of Buyer Stock being repurchased and all right, title and interest in and to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereonsuch shares. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all For purposes of this Agreement, a “Qualified MSO Contract” means a bona fide, duly executed and legal, valid and binding written agreement between the Company, on the one hand, and a health plan, an Independent Physician Association or a hospital, on the other hand, providing that the Company shall (i) provide case management services or (ii) manage, administer or operate one or more 24-hour physician and nursing call centers and provide any related services and which has a term of at least one (1) years and provides aggregate net revenues to the Company of not less than $1,000,000.

Repurchase Right. In the event of a Termination for any reason or for no reason, regardless proposed Transfer of whether such Termination is effected by voluntary resignation by Purchased Securities during the Optionee, by the Company, by virtue of the Optionee’s death, or otherwisePre-IPO Restricted Period, the Company shall have the rightright (the “Repurchase Right”) to purchase all, but not the obligationless than all, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, shares subject to such proposed Transfer. The purchase price for such shares shall be equal to the price specified in the Transfer Notice. The Repurchase Right shall be exercisable by giving a written notice (the “Repurchase Notice”) to Investor within Thirty (30) Days of receiving the Transfer Notice. In the case of any involuntary Transfer of Purchased Securities, the Repurchase Right shall be exercisable at any time by giving a Repurchase Notice to the holder of the Purchased Securities. If the Company has given a Repurchase Notice in a timely manner, Investor shall sell and the Company shall purchase the Purchased Securities covered thereby at such time and place, within Twenty (20) Business Days after the giving of the Repurchase Notice, as the Company shall designate. At such time and place, the Company shall pay the purchase price for such shares and Investor shall deliver endorsed certificates to the Company. If the Company does not purchase the Purchased Securities, the Purchased Securities may be transferred in accordance with this Section 8.1; provided however that if the Purchased Securities are not transferred within Ninety (90) Days of the date of the Repurchase Notice, the Purchased Securities must again be offered to the Company under the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) 8.1 before Investor transfers any of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementPurchased Securities.

Repurchase Right. In the event the Holder proposes to transfer this Warrant in accordance with Section 8(a) to an Affiliate that becomes an Affiliate of the Holder as a result of a Termination for any reason or for no reason, regardless Change of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue Control of the OptioneeHolder, the Holder shall give the Company prior written notice of the Holder’s deathintention to make such transfer (the “Transfer Notice”), or otherwisewhich notice shall include the identity and address of the proposed transferee Affiliate. Within thirty (30) Business Days following the receipt of the Transfer Notice, the Company shall have an option (the right“Repurchase Option”) to, but not by written notice to the obligationHolder (the “Exercise Notice”), repurchase the Warrant at a price equal to repurchase all or any the product of: (i) the Fair Market Value per ordinary share of the Company as of the date of the Exercise Notice and (ii) the number of Warrant Shares the then Unvested Shares that are Warrant can be exchanged into pursuant to Section 1(b). Any Warrants issued and outstanding and owned or held by upon the Optionee, subject to and in accordance with the terms transfer of this Section 7Warrant shall be numbered and shall be registered in a Warrant Register as they are issued. The Company may exercise shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such repurchase right by delivering Warrant on the part of any other person, and shall not be liable for any registration of transfer of Warrants that are registered or to be registered in the Optioneename of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, within thirty (30) days following or with the effective date knowledge of such Termination, a notice (facts that its participation therein amounts to bad faith. This Warrant shall be transferable only on the “Notice”) books of the Company’s intention Company upon delivery thereof duly endorsed by the Holder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to exercise transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its repurchase right under this Section 7, specifying the number authority shall be produced. Upon any registration of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7transfer, the Company shall become legally obligated deliver a new Warrant or Warrants to repurchase from the Optioneeperson entitled thereto. Notwithstanding the foregoing, and the Optionee Company shall become legally obligated have no obligation to sell cause Warrants to be transferred on its books to any person if, in the opinion of counsel to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall transfer does not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance comply with the provisions of this Section 7the securities laws, all rules and regulations of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementthe applicable jurisdictions.

Repurchase Right. In the event of (a) From and after a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwiseRepurchase Event, the Company shall have the right, but not the obligation, to repurchase all or any number portion of the then Unvested Shares that are issued and outstanding and owned or Equity Securities held by such Non-Apollo Holder (including any Equity Securities received upon a distribution from any deferred compensation plan or other Equity Incentive Plan or any Equity Securities issuable upon exercise of any option, warrant or similar equity-linked Security of the Optionee, subject to and Company held by such Non-Apollo Holder) in accordance with the terms of this Section 74 (the “Repurchase Right”), in each case, at a price (the “Repurchase Price”) equal to “fair market value,” but subject to Section 4(b), and subject further to any provisions to the contrary contained in such Non-Apollo Holder’s Employment Agreement or Option Agreement, as applicable. The Company may exercise the Repurchase Right, by written notice (a “Repurchase Notice”) to such repurchase right Non-Apollo Holder, within six months after the Repurchase Event; provided, however, that with respect to Equity Securities acquired by a Non-Apollo Holder, after such Repurchase Event (whether by exercise of any option, warrant or similar equity-linked Security of the Company, distribution of shares from any deferred compensation plan or otherwise), the Company may exercise the Repurchase Right by delivering a Repurchase Notice to such Non-Apollo Holder within six months after the acquisition of such Equity Securities by such Non-Apollo Holder (each date on which any such purchase is closed with respect to the Optioneesubject Equity Securities, within the “Repurchase Date”). The determination date for purposes of determining the fair market value shall be the Repurchase Date applicable to the subject Equity Securities. Subject to Section 6 below, the Repurchase Date with respect to any repurchase of Equity Securities pursuant to the exercise of the Repurchase Right shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the effective date of such Termination, a notice the Repurchase Notice and (ii) within ten (10) days following the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase receipt by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementnecessary government approvals.

Repurchase Right. In the event that a Change of a Termination for any reason or for no reasonControl shall occur, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company each Holder shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “NoticeRepurchase Right”) of ), at the CompanyHolder’s intention to exercise its repurchase right under this Section 7option, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, but subject to the provisions of this Section 711.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall become legally obligated repurchase, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple thereof (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase from the Optionee, and the Optionee shall become legally obligated is equal to sell to the Company, at the Closing (as such term is defined below$1,000 or integral multiples thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing date (the “Closing’’Repurchase Date”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) that is 45 days after the date of termination. At the ClosingCompany Notice (as defined in Section 11.3) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased (the “Repurchase Price”), plus interest accrued and unpaid to, but excluding, the Optionee Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is prior to or on the Repurchase Date shall deliverbe payable to the Holders of such Securities, or cause one or more Predecessor Securities, registered as such on the relevant Record Date according to be delivered, their terms and the provisions of Section 2.1 hereof. Subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance Section 11.2 hereof, the Company may, at its option, elect to pay the Repurchase Price in Common Stock or in securities of the acquiring party in a Change of Control (the “Acquiring Party”) for which the Common Stock is exchanged in connection with such Change of Control (the terms “Acquiror Stock”), or a combination thereof with cash, by delivering the number of shares of Common Stock or Acquiror Stock equal to (i) the Repurchase Price (less any amounts paid in cash) divided by (ii) 95% of the average of the Closing Prices per share of Common Stock or Acquiror Stock, as applicable, for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 4.1(a) and 4.7 hereof) or Exhibit A annexed hereto there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect to such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafterthat, be treated as Vested Shares for all the purposes of this AgreementArticle 13 hereof, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Repurchase Right. In the event of that a Termination for any reason or for no reasonChange in Control shall occur, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company each Holder shall have the rightright (the "Repurchase Right"), at the Holder's option, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 711.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall become legally obligated repurchase, all of such Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple thereof (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase from the Optionee, and the Optionee shall become legally obligated is equal to sell to the Company, at the Closing (as such term is defined below$1,000 or integral multiples thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing date (the “Closing’’"Repurchase Date") of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) that is 45 days after the date of termination. At the ClosingCompany Notice at a purchase price equal to 100% of the principal amount of the Securities to be repurchased (the "Repurchase Price"), plus interest accrued and unpaid to, but excluding, the Optionee Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is prior to or on the Repurchase Date shall deliverbe payable to the Holders of such Securities, or cause one or more Predecessor Securities, registered as such on the relevant Record Date according to be delivered, their terms and the provisions of Section 2.1 hereof. Subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with Section 11.2 hereof, the terms Company may elect to pay the Repurchase Price by delivering the number of shares of Common Stock equal to (i) the Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 4.1(a) and 4.7 hereof) or Exhibit A annexed hereto there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect to such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafterthat, be treated as Vested Shares for all the purposes of this AgreementArticle 13 hereof, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Repurchase Right. In the event of a Termination for Change of Control (as hereinafter defined), the Company will make an offer to repurchase (the "Change of Control Offer") this Note at a purchase price in cash equal to the unpaid principal amount hereof, plus accrued and unpaid interest hereon to the date of repurchase. Within five days following the occurrence of any reason or for no reason, regardless Change of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwiseControl, the Company shall have the right, but not the obligation, to repurchase all or any number give written notice of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms such Change of this Section 7. The Company may exercise such repurchase right by delivering Control to the OptioneeHolder, within thirty which notice shall state: (30i) days following the effective date that a Change of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares Control has occurred and that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord Holder has the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by require the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of the Note at a purchase price in cash equal to the unpaid principal amount thereof, plus accrued and unpaid interest thereon (the "Repurchase Price") to the date of repurchase (the "Repurchase Date"), which shall be a Business Day, specified in such Unvested Shares in accordance with notice, that is not earlier than 20 days or later than 30 days after the provisions date such notice is given; (ii) the then effective Conversion Price; and (iii) that payment will be made upon presentation and surrender of the Note. To exercise its repurchase right, the Holder shall give to the Company, within 10 days after its receipt of the Company's notice, written notice of its election to accept the Change of Control Offer (the "Election Notice"), which Election Notice shall set forth the principal amount of this Section 7Note to be repurchased and, all if this Note is to be repurchased in part, the name and address of the person in which the portion thereof to remain outstanding after such Unvested Shares repurchase is to be registered. Notwithstanding the Holder's election to accept the Change of Control Offer and delivery of the Election Notice to the Company, the right of the Holder to convert this Note pursuant to Paragraph 3 shall continue until the close of business on the day immediately preceding the Repurchase Date. If the Holder has elected to accept the Change of Control Offer, then, on the Repurchase Date, the Holder shall surrender this Note to the Company at the office or agency of the Company maintained pursuant to Paragraph 10.1 and shall thereupon be entitled to receive payment of the Repurchase Price therefor. If the Holder elects to have repurchased less than the entire principal amount of this Note, the Company shall issue, at its expense, a new Note representing the portion of the principal amount not so repurchased shallrepurchased, thereafter, which new Note shall be treated dated as Vested Shares for all purposes of this Agreementthe date (prior to the Repurchase Date) to which interest has been paid on the Note so surrendered.

Repurchase Right. In The Shares when issued shall be unvested and shall be deemed to have vested in full on June 30, 2021 (the event “Vesting Date”) if both (a) the closing of a Termination for any reason or for no reasonthe IPO shall have occurred prior to the Vesting Date, regardless of whether such Termination is effected by voluntary resignation and (b) Xxxx Xxxxx shall remain employed by the Optionee, Company on the Vesting Date or his employment shall have been terminated prior to the Vesting Date by the Company, by virtue Company without Cause (as defined in that certain Employment Agreement to be entered into prior to the closing of the Optionee’s death, IPO by and between the Company and Xxxx Xxxxx (the “Employment Agreement”)) or otherwiseby Xxxx Xxxxx for Good Reason (as defined in the Employment Agreement). If such vesting does not occur, the Company shall have may at any time during the right60-day period following the Vesting Date, by written notice to the Investor, repurchase all, but not the obligationless than all, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held from the Investor for a price per share equal to the Per Share Price paid by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice Investor (the “NoticeRepurchase Price”) (such repurchase right, the “Company Repurchase Right”); provided, however, that if the Company does not exercise the Company Repurchase Right, then the Shares shall be deemed to have vested in full upon the completion of such 60-day period. Xxxx Xxxxx shall make a protective election under Section 83(b) of the Company’s intention to exercise its repurchase right under this Section 7, specifying Internal Revenue Code in the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject form attached as Exhibit A with respect to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery purchase of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices recognition of the Company at such time and on such date as Repurchase Right. In the Company shall specify in the Notice, but in no event later than sixty (60) days after the date case of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment any exercise by the Company of the purchase price therefor in accordance with Company Repurchase Right, the terms of this Section 7. In the event that Repurchase Price shall be paid by the Company has a right to repurchase the Investor within five (5) business days after the delivery of the notice described above, by wire transfer of immediately available funds to an account designated by the Investor, against cancellation of the Shares of Class A Common Stock to be repurchased, and the Investor shall execute and deliver to the Company any Unvested acknowledgement or other document requested by the Company to evidence such cancellation. The Shares to be sold by the Investor to the Company pursuant to this Section 7 the Company Repurchase Right shall be sold free and elects not toclear of all liens, claims and encumbrances created by the Investor, but shall otherwise be sold without recourse, representation or fails to, repurchase all or a portion warranty of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementany kind.

Repurchase Right. In the event that a Change of a Termination for any reason or for no reasonControl shall occur, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company each Holder shall have the rightright (the "Repurchase Right"), at the Holder's option, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 711.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall become legally obligated repurchase, all of such Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple thereof (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase from the Optionee, and the Optionee shall become legally obligated is equal to sell to the Company, at the Closing (as such term is defined below$1,000 or integral multiples thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing date (the “Closing’’"Repurchase Date") of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) that is 45 days after the date of termination. At the ClosingCompany Notice at a purchase price equal to 100% of the principal amount of the Securities to be repurchased (the "Repurchase Price"), plus interest accrued and unpaid to, but excluding, the Optionee Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is prior to or on the Repurchase Date shall deliverbe payable to the Holders of such Securities, or cause one or more Predecessor Securities, registered as such on the relevant Record Date according to be delivered, their terms and the provisions of Section 2.1 hereof. Subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with Section 11.2 hereof, the terms Company may elect to pay the Repurchase Price by delivering the number of shares of Common Stock equal to (i) the Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 4.1(a) and 4.7 hereof) or Exhibit A annexed hereto there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect to such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafterthat, be treated as Vested Shares for all the purposes of this AgreementArticle 13 hereof, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Repurchase Right. (a) In the event of a that no Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by Event (as defined below) shall have occurred prior to the Optionee, by the Company, by virtue second anniversary of the Optionee’s death, or otherwise, date upon which the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice Stockholder Distribution occurs (the “NoticeAnniversary Date”) ), then each of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company Flag Parties shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Noticeoffer, and the Company or NEWCO Inc., as the case may be, shall purchase (the “Repurchase”), on a pro rata basis based on the Flag Parties’ respective ownership percentages, an aggregate number of Interests or shares of common stock of NEWCO Inc. (the “NEWCO Stock”), as the case may be, for an amount equal to $0.01 per Interest or share, such that, following such repurchase, the aggregate value of the Interests acquired pursuant to the Purchase Agreement or resulting NEWCO Stock, as the case may be (the “Purchased Securities”) shall not be required after delivery of less than $100,000,000 (the Notice to treat “Fair Market Value”), based on the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase average closing price per share of such NEWCO Stock for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee 30-day period prior to the Company for each Anniversary Date and the Liquidity Test (as defined below) is satisfied, or if NEWCO Stock is not publicly traded or the Liquidity Test is not satisfied, the fair market value of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, Purchased Securities as determined in cash or through the cancellation of indebtedness. The closing writing (the “Closing’’Appraisal Report”) of the repurchase by a nationally recognized independent appraisal firm to be selected by the Company of all or any number of Unvested Shares pursuant parties to this Section 7 shall take place at Agreement (the offices of the Company at such time and on such date as the Company shall specify “Appraiser”); provided, however, that in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has proposed transaction between 19X Acquisition Corp., a right to repurchase Delaware corporation (“19X”), and CKX, whereby 19X shall merge with and into CKX, with CKX being the surviving corporation in the merger (the “Merger”), shall become effective (or any Unvested Shares pursuant to this Section 7 and elects not tosimilar transaction shall become effective), or fails to, repurchase all or then (i) CKX shall become a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares Flag Party for all purposes of this AgreementAgreement and its Purchased Securities shall be subject to the Repurchase on a pro rata basis; (ii) the Fair Market Value for all purposes of this Agreement shall be reduced to $50,000,000; and (iii) the Purchased Securities shall include only the Interests acquired pursuant to the Purchase Agreement or resulting NEWCO Stock, as the case may be, that are the subject of the Stockholder Distribution. Notwithstanding the foregoing, each of the Flag Parties shall have the option, in their sole and absolute discretion, to contribute cash to NEWCO Inc. in lieu of redeeming NEWCO Stock as set forth above.

Repurchase Right. In the event that a Change of a Termination for any reason or for no reasonControl shall occur, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company each Holder shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “NoticeRepurchase Right”) of ), at the CompanyHolder’s intention to exercise its repurchase right under this Section 7option, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, but subject to the provisions of this Section 711.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall become legally obligated repurchase, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple thereof (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase from the Optionee, and the Optionee shall become legally obligated is equal to sell to the Company, at the Closing (as such term is defined below$1,000 or integral multiples thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing date (the “Closing’’Repurchase Date”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) that is 45 days after the date of termination. At the ClosingCompany Notice at a purchase price equal to 100% of the principal amount of the Securities to be repurchased (the “Repurchase Price”), plus interest (including Liquidated Damages, if any) accrued and unpaid to, but excluding, the Optionee Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is prior to or on the Repurchase Date shall deliverbe payable to the Holders of such Securities, or cause one or more Predecessor Securities, registered as such on the relevant Record Date according to be delivered, their terms and the provisions of Section 2.1 hereof. Subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with Section 11.2 hereof, the terms Company may elect to pay the Repurchase Price by delivering the number of shares of Common Stock equal to (i) the Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 4.1(a) and 4.7 hereof) or Exhibit A annexed hereto there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect to such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafterthat, be treated as Vested Shares for all the purposes of this AgreementArticle 13 hereof, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Repurchase Right. In (a) Unless otherwise provided in the Consulting Agreement, in the event of a Termination for any reason or for no reason, regardless the termination of whether such Termination is effected by voluntary resignation the Consulting Agreement (i) by the Optionee, by the Company, by virtue Company or any of its Subsidiaries as a result of the Optionee’s deathfailure of Xxxxxxx substantially to satisfy reasonable performance standards (after taking into account macroeconomic factors affecting the Company and its Subsidiaries) but not under circumstances constituting Cause, (ii) by Xxxxxxx without Good Reason or otherwise(iii) on account of the death or Disability of Xxxxxxx (each, a “Repurchase Event”), the Company shall have the right, but not the obligation, to repurchase all or any number portion of the then Unvested Shares that are issued and outstanding and owned or Equity Securities held by each Cypress Holder (including any Equity Securities received upon a distribution from any deferred compensation plan or other Equity Incentive Plan or any Equity Securities issuable upon exercise of any option, warrant or similar equity-linked Security of the Optionee, subject to and Company held by each Cypress Holder) in accordance with the terms of this Section 74 (the “Repurchase Right”). Any repurchase described in the immediately preceding sentence shall be for fair market value (as determined in accordance with Section 4(e)), but subject to Section 4(b). The Company may exercise the Repurchase Right by written notice (a “Repurchase Notice”) to the Cypress Holders within six months after the Repurchase Event; provided, however, that with respect to Equity Securities acquired by any Cypress Holder after such Repurchase Event (whether by exercise of any option, warrant or similar equity-linked Security of the Company, distribution of shares from any deferred compensation plan or otherwise), the Company may exercise the Repurchase Right by delivering a Repurchase Notice to such Cypress Holder within six months after the acquisition of such Equity Securities by such Cypress Holder (each date on which any such repurchase right by delivering is executed with respect to the Optioneesubject Equity Securities, within the “Repurchase Date”). The determination date for purposes of determining the fair market value shall be the Repurchase Date applicable to the subject Equity Securities. Subject to Section 7 below, the Repurchase Date with respect to any repurchase of Equity Securities pursuant to the exercise of the Repurchase Right shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the effective date of such Termination, a notice the Repurchase Notice and (ii) within ten (10) days following the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase receipt by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementnecessary government approvals.

Repurchase Right. In the event of (a) If, at any time prior to October 1, 2006 there shall occur a Termination for any reason or for no reasonDesignated Event, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company then each Holder shall have the rightright (the "Repurchase Right"), at such Holder's option, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 711.2, to require the Company shall become legally obligated to repurchase from the Optioneeall of such Holder's Securities, and the Optionee shall become legally obligated to sell to the Company, at the Closing or any portion thereof (as such term is defined belowin principal amounts of $1,000 or integral multiples thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased repurchase date fixed by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later that is not less than sixty (60) 30 days nor more than 45 days after the date of terminationthe Company Notice (as defined in Section 11.2 below) of such Designated Event (or, if such 45th day is not a Business Day, the next succeeding Business Day). The repurchase price shall be equal to 100% of the principal amount of Securities, together with accrued interest, if any, to, but excluding, the repurchase date (the "Repurchase Price"); provided that if such repurchase date is April 1 or October 1, then the interest payable on such date shall be paid to the holder of record of the Securities on the next preceding March 15 or September 15, respectively. No Securities may be repurchased at the option of Holders upon a Designated Event if there has occurred and is continuing an Event of Default, other than a default in the payment of the Repurchase Price with respect to such Securities on the repurchase date. At the Closingoption of the Company, the Optionee shall deliverRepurchase Price may be paid in cash or, or cause to be delivered, subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with Section 11.2, by delivery of shares of Common Stock having a fair market value equal to the terms Repurchase Price as described in Section 11.2(a). Whenever in this Indenture there is a reference in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafter, be treated as Vested Shares that for all the purposes of this AgreementArticle 13, such reference shall be deemed to include reference to the Repurchase Price only if the Repurchase Price is payable in cash.

Repurchase Right. In If (a) by June 30, 1998 Purchaser fails to obtain and cause to be funded financing from Nomura Asset Capital Corporation and Banc One Capital Corporation, or one of their respective affiliates, generally consistent with the event provisions of a Termination the term sheets or commitments previously issued with respect to the Property and otherwise acceptable to Seller (the "Financing"), or (b) prior to the closing of the Financing, Purchaser elects to transfer (directly or indirectly) its ownership interest in the Property, or Purchaser, AH CGP or AH Subordinate violates any provision of its organizational documents, then, in either (or both) of such events, Seller shall have the right to repurchase the Property from Purchaser for any reason or for no reasonan amount (as increased pursuant to the immediately following sentence, regardless the "Repurchase Price") equal to the Purchase Price less the Cash Portion. The Repurchase Price shall increase by nine percent (9%) per annum from the Closing Date until the closing of whether such Termination is effected by voluntary resignation by the Optioneereconveyance of the Property pursuant to this Section 8. The Repurchase Price may be payable, in part, by the Company, by virtue cancellation of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, Note. If Seller elects to repurchase all the Property, Purchaser shall deliver title and conveyance documents to Seller which are equivalent to those delivered to Purchaser at the Closing (except for any title matters, including mechanics' liens, created by or relating to Seller, and except that Purchaser shall clear any number title matters created by or relating to Purchaser). In addition, at the closing of the then Unvested Shares that are issued and outstanding and owned or held by reconveyance of the Optionee, subject Property pursuant to and in accordance with the terms of this Section 78, Seller shall assume all of Purchaser's obligations under the Development Agreement. Purchaser's obligations and Seller's rights under this Paragraph Section 8 shall be set forth in the documents recorded at the Closing. If Seller elects to exercise the repurchase right provided for herein, Seller must give notice of such election not later than July 31, 1998. The Company may exercise such repurchase right by delivering closing of the reconveyance of the Property to Seller, and the Optioneepayment to Purchaser of the Repurchase Price therefor, within shall occur not later than the later of (i) thirty (30) days following after Seller gives Purchaser notice of Seller's election to repurchase the effective date Property, or (ii) five (5) days after Purchaser has completed clearance of such Terminationany title matters required to be cleared by Purchaser (except for clearance of matters to be paid and released at the repurchase closing, a notice (the “Notice”) using any cash paid in payment of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the Repurchase Price). The provisions of this Section 7, the Company 8 shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At survive the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

Repurchase Right. In (i) The Company will have the right (the “Repurchase Right”) to repurchase some or all of the Repurchasable Warrant Shares (or in the event the Warrant has been exercised, the Repurchasable Purchased Shares), in the amount set forth in clause (f)(iii) below, upon termination of a Termination your employment for any reason (other than due to death or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by Disability) or upon your failure to commence employment with the Company, for any reason, on or prior to the Effective Date (any such event, a “Repurchase Event”). The Repurchase Right may be exercised by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) 90 days following the effective date of such Termination, a notice event (the “NoticeRepurchase Period”) ), and during the Repurchase Period, the Repurchasable Purchased Shares may not be sold. The Repurchase Right may be exercised by the Company by giving the holder written notice on or before the last day of the Company’s Repurchase Period of its intention to exercise its repurchase right under this Section 7the Repurchase Right, specifying the number of and, together with such Unvested Shares that the Company desires to repurchasenotice, whereupon, subject tendering to the provisions of this Section 7holder the amount determined by multiplying the Repurchasable Warrant Shares (or if applicable, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares Repurchasable Purchased Shares) being repurchased by the Company pursuant to this Section 7 shall be lesser of (A) the per share Fair Market Value of the Common Stock or (B) the per share purchase price originally paid of the Warrant Shares (determined by dividing the Purchase Price (i.e., $2,000,000) by the Optionee aggregate number of Warrant Shares (i.e., 178,971)). Upon exercise of the Repurchase Right, you (or your successor in interest) will deliver to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a stock certificate or certificates evidencing representing the number of Unvested Repurchasable Warrant Shares to be (or if applicable, the Repurchasable Purchased Shares) being repurchased, duly endorsed for transfer or accompanied by duly executed stock powersand free and clear of any and all liens, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 charges, and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementencumbrances.

Repurchase Right. In the event of If, at any time prior to October 15, 2025 there shall occur a Termination for any reason or for no reasonRepurchase Event (as defined in Section 16.3), regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company then each holder shall have the right, but not at such holder's option, to require the obligation, Company to repurchase all of such holder's Notes, or any number portion thereof (in principal amounts of the then Unvested Shares that are issued and outstanding and owned One Thousand United States Dollars ($1,000) or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined belowintegral multiples thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased date set by the Company pursuant to this Section 7 shall be (a "Repurchase Date") that is no earlier than the purchase price originally paid by Business Day immediately following the Optionee to earliest date permitted under Rule 13e-4 or Rule 14e-1 under the Company for each of such Unvested Shares Exchange Act (subject to adjustment pursuant to Section 11 hereofor any successor rule), payableif either such rule is applicable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) calendar days after the date of termination. At the ClosingCompany Notice (as defined in Section 16.2(a) below) of such Repurchase Event (or, if such 60th day is not a Business Day, the Optionee next succeeding Business Day). Such repurchase shall deliverbe made in cash at a price equal to 100% of the principal amount of Notes such holder elects to require the Company to repurchase together, in each case, with accrued interest, if any, to, but excluding, the applicable Repurchase Date (the "Repurchase Price"); provided, that if the relevant Repurchase Date occurs after a record date or cause to special record date and before the related Interest Payment Date or special interest payment date, the amount payable on such Interest Payment Date or special interest payment date shall be delivered, paid to the Company a certificate record holder at the close of business on the record date or certificates evidencing special record date as provided in Section 2.3 and shall not constitute part of the number of Unvested Shares to Repurchase Price. In addition, Notes shall be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment purchased by the Company at the option of the purchase price therefor holder on October 15, 2010, October 15, 2015 and October 15, 2020 (each, also a "Repurchase Date"), at the Repurchase Price. Notwithstanding anything in accordance with this Article XVI to the terms of this contrary, if a redemption date pursuant to Article III shall occur prior to any Repurchase Date established pursuant to a Company Notice under Section 7. In the event 16.2, provided that the Company has a right shall have deposited or set aside an amount of 76 money sufficient to repurchase any Unvested Shares redeem such Notes as set forth in Section 3.2 on or before such Repurchase Date, all such Notes shall be redeemed pursuant to this Section 7 Article III and elects not to, or fails to, the repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementrights hereunder shall have no effect.

Repurchase Right. In the event of that a Termination for any reason or for no reasonChange in Control shall occur, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company each Holder shall have the rightright (the "Repurchase Right"), at the Holder's option, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 711.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall become legally obligated repurchase, all of such Holder's Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase from the Optionee, and the Optionee shall become legally obligated is equal to sell to the Company, at the Closing (as such term is defined below$1,000 or an integral multiple thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing date (the “Closing’’"Repurchase Date") of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in that is a Business Day no event earlier than 30 days nor later than sixty (60) 60 days after the date of termination. At the ClosingCompany Notice at a purchase price equal to 100% of the principal amount of the Debentures to be repurchased (the "Repurchase Price"), plus interest accrued and unpaid to, but excluding, the Optionee Repurchase Date; provided, however, that (i) installments of interest on Debentures whose Stated Maturity is prior to or on the Repurchase Date shall deliverbe payable to the Holders of such Debentures, or cause one or more Predecessor Debentures, registered as such on the relevant Record Date according to be delivered, their terms and the provisions of Section 2.1 hereof and (ii) no Holder shall have a Repurchase Right upon a Change of Control unless prior to any payment of the Repurchase Price on the Repurchase Date the Company has made any applicable change of control offers required by the Company's Senior Debt and has purchased all Senior Debt validly tendered for payment in connection with such change of control offers. Subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with the terms of this Section 7. In the event that 11.2 hereof, the Company has a right may elect to repurchase any Unvested Shares pursuant pay the Repurchase Price by delivering the number of shares of Common Stock equal to this Section 7 (i) the Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with including the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementthird Trading Day prior to the Repurchase Date.

Repurchase Right. In If (a) by September 30, 1998 Purchaser fails to obtain and cause to be funded financing from Nomura Asset Capital Corporation and Banc One Capital Corporation, or one of their respective affiliates, generally consistent with the event provisions of a Termination the term sheets or commitments previously issued with respect to the Property and otherwise acceptable to Seller (the "Financing"), or (b) prior to the closing of the Financing, Purchaser elects to transfer (directly or indirectly) its ownership interest in the Property, or Purchaser, AH CGP or AH Subordinate violates any provision of its organizational documents, then, in either (or both) of such events, Seller shall have the right to repurchase the Property from Purchaser for any reason or for no reasonan amount (as increased pursuant to the immediately following sentence, regardless the "Repurchase Price") equal to the Purchase Price less the Cash Portion. The Repurchase Price shall increase by nine percent (9%) per annum from the Closing Date until the closing of whether such Termination is effected by voluntary resignation by the Optioneereconveyance of the Property pursuant to this Section 8. The Repurchase Price may be payable, in part, by the Company, by virtue cancellation of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, Note. If Seller elects to repurchase all the Property, Purchaser shall deliver title and conveyance documents to Seller which are equivalent to those delivered to Purchaser at the Closing (except for any title matters, including mechanics' liens, created by or relating to Seller, and except that Purchaser shall clear any number title matters created by or relating to Purchaser). In addition, at the closing of the then Unvested Shares that are issued and outstanding and owned or held by reconveyance of the Optionee, subject Property pursuant to and in accordance with the terms of this Section 78, seller shall assume all of Purchaser's obligations under the Development agreement. Purchaser's obligations and Seller's rights under this Paragraph Section 8 shall be set forth in the documents recorded at the Closing. If Seller elects to exercise the repurchase right provided for herein, Seller must give notice of such election not later than October 31, 1998. The Company may exercise such repurchase right by delivering closing of the reconveyance of the Property to Seller, and the Optioneepayment to Purchaser of the Repurchase Price therefor, within shall occur not later than the later of (i) thirty (30) days following after Seller gives Purchaser notice of Seller's election to repurchase the effective date Property, or (ii) five (5) days after Purchaser has completed clearance of such Terminationany title matters required to be cleared by Purchaser (except for clearance of matters to be paid and released at the repurchase closing, a notice (the “Notice”) using any cash paid in payment of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the Repurchase Price). The provisions of this Section 7, the Company 8 shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At survive the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

Repurchase Right. In If; at any time during the event of first three years following the Effective Date, a Termination for any reason Change in Control occurs or for no reason, regardless of whether such Termination is effected by voluntary resignation approved by the OptioneeParent's Board, the Parent shall promptly provide written notice thereof to the Senior Executives, such notice to contain (i) the Parent's determination of the Fair Market Value of the Employer Stock then "beneficially owned" (such term used for all purposes of this Agreement as defined in Annex I hereto) by the Company, by virtue Parent (the "Eligible Employer Stock") and (ii) a reasonably detailed description of the Optionee’s death, or otherwiseChange in Control transaction and the basis for the determination of such Fair Market Value. For purposes of this Section 7.6, the Company term "Fair Market Value" shall have the meaning assigned thereto in Annex I, except that the determination thereof shall be made in good faith by the Parent's Board and an independent investment banking firm chosen by the Parent (whose fees and expenses shall be born solely by the Parent). After receipt of such notice from the Parent, either or both of the Senior Executives may, within five business days thereof; provide written notice to the Parent of either or both of the Senior Executives' intent to pursue the purchase of the Eligible Employer Stock. If either or both of the Senior Executives, as the case may be, provide notice of such intended purchase, they shall have (A) an additional 10 business days to deliver to the Parent written indications of financing support for the intended purchase and (B) an additional 41 days to deliver commitment letters from their financing sources. Upon complying with the foregoing, the Senior Executives shall have the right, but not the obligation, to repurchase all or any number purchase the Eligible Employer Stock at the Fair Market Value specified in the Change in Control notice provided by the Parent (provided that, if such Change in Control does not occur, such right of the then Unvested Shares Senior Executives with respect thereto shall be void and of no further force and effect (it being understood that are issued and outstanding and owned the Senior Executives retain the repurchase right described in this Section 7.6 for any subsequent Change in Control within three years following the Effective Date)). The parties acknowledge that in the event the Senior Executives do not jointly exercise the right provided in this Section 7.6, the Executive may exercise the right individually, provided that either (i) the Other Senior Executive's Employment Agreement is no longer in effect or held (ii) the Executive or the Other Senior Executive provides the Parent with (a) written confirmation signed by the OptioneeOther Senior Executive that such Other Senior Executive will not exercise such right, subject or (b) a written notice signed by the Executive providing that the Other Senior Executive has been deemed to and have made an irrevocable election not to exercise such right pursuant to the Letter Agreement (as defined in accordance the Purchase Agreement) together with evidence, including copies of any notices, satisfactory to the Parent, that the Executive has complied with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Letter Agreement.

Repurchase Right. (a) In the event Developer does not substantially comply with the Construction Condition, and such failure to comply continues for 60 days after written notice of a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation specific failures to comply by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwiseCommission to Developer, the Company Commission shall have the right, but not the obligation, option to repurchase all or any number fee title to the Property upon the Commission's (i) written notice to Developer that the Construction Condition has not been satisfied (after the expiration of the cure period described herein) and that the Commission thereby is executing its repurchase option, and (ii) at the closing of such repurchase, payment to Developer and Developer's lender for the Project ("Lender") of all amounts then Unvested Shares that are issued and outstanding and owned or held funded to the Project by the OptioneeLender and Developer, subject less the amount of $50,000 to Developer (collectively, the "Repurchase Right"); provided, the Commission exercises the Repurchase Right within 60 days after the failure of the Construction Condition; further provided, however, that if the nature of the default is such that it cannot be cured within the 60-day cure period, no default shall exist if Developer commences the curing of the default within the 60-day cure period and in accordance with thereafter diligently pursues the terms of this Section 7same to completion provided that the cure is completed within 120 days after the aforementioned written notice. The Company may exercise such Repurchase Right shall be memorialized in a separate document to be recorded at Closing after the Deed, in form and content acceptable to Developer and the Commission. By way of clarification, in the event the Commission exercises the Repurchase Right, Developer's Lender shall be entitled to be reimbursed for all funds which it has disbursed at the repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) and Developer shall be reimbursed for all costs of the Company’s intention to exercise Project incurred by Developer in excess of $50,000. If the Commission duly exercised its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7Repurchase Right, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) occur within 60 days after the date expiration of termination. At the Closingabove cure period, and each of Lender and Developer shall have the Optionee shall deliver, or cause right up to be delivered, closing to terminate the Repurchase Right by payment to the Company a certificate or certificates evidencing Commission of an amount equal to the number fair market value of Unvested Shares to be repurchasedthe Property, duly endorsed for transfer or accompanied by duly executed stock powers, against payment as agreed upon by the Company of Parties or determined by appraisal. Developer shall surrender all documents and the purchase price therefor in accordance Project Plans associated with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementProject upon Closing.

Repurchase Right. In Any Restricted Units held by the Executive as a result of vesting may be repurchased (the "REPURCHASE RIGHT") by Hughes at any time during the two-year period following (x) the date xx xxrmination of employment in the event that such Restricted Units were vested as of such termination and (y) the vesting of such Restricted Units in the event that such vesting occurred after the date of termination of employment, each (other than Repurchase Rights exercised following a Termination for termination pursuant to Section 4.1 and 4.6) at a price per Restricted Unit equal to the Fair Market Value thereof determined as of the date of repurchase. If Hughes' or any reason of its subsidiaries' debt agreements restrict, limit xx xxxhibit it from exercising the Repurchase Right, the foregoing two-year period shall be tolled until such time as Hughes is permitted to exercise the Repurchase Right pursuant to the xxxxx of such debt agreements. At no time shall Hughes be obligated to exercise the Repurchase Right. The Repurchase Xxxxx shall be exercised by Hughes, or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optioneeits designee, by delivering to the Company, by virtue Executive a written noxxxx xf exercise and a check in the amount of the Optionee’s deathapplicable purchase price. Upon delivery of such notice and payment of the applicable purchase price, Hughes, or otherwiseits designee, shall become the Company legal and beneficial owner of the Restricted Units being repurchased and all rights and interest therein or related thereto, and Hughes, or its designee, shall have the right, but not right to transfer to its own xxxx the obligation, to repurchase all number of Restricted Units being repurchased without further action by the Executive or any number of his transferees. If Hughes or its designee elects to exercise the then Unvested Shares that are issued Repurchase Right pursuxxx xx this Section 4.10 and outstanding and owned the Executive or held by his transferee fails to deliver the Optionee, subject to and Restricted Units in accordance with the terms hereof, Hughes, or its designee, may, at its option, in addition to all othex xxxxdies it may have, deposit the applicable purchase price in an escrow account administered by an independent third party (to be held for the benefit of, and payment over to, the Executive or his transferee in accordance herewith) or set-off the applicable purchase price against any amount Hughes or its affiliates may owe the Executive at such time, whereupxx Xxxhes shall by written notice to the Executive cancel on its books xxx xx the Executive's or his transferee's right, title and interest in and to such Restricted Units. Anything herein to the contrary notwithstanding, in lieu of "forfeiting" any unvested Restricted Units hereunder, Hughes may, but shall not be obligated to, repurchase such Restrictex Xxxxs at a purchase price equal to the original purchase price paid for such Restricted Units held by the Executive. For purposes of this Section 7. The Company may exercise such repurchase right by delivering to 4.10, in the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares event that the Company desires to repurchase, whereupon, subject to Executive in good faith disputes the provisions determination of this Section 7Fair Market Value hereunder, the Company shall become legally obligated select a regionally or nationally recognized investment banking or valuation firm (the "VALUER") to repurchase from determine the Optionee, fair market value of such Restricted Units and the Optionee Valuer's determination shall become legally obligated to sell to be final and binding on all the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, parties. The fees and the Company shall not be required after delivery expenses of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased Valuer shall be paid one-half by the Company pursuant to this Section 7 shall be the purchase price originally paid Executive and one-half by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementHughes.

Repurchase Right. In the event of a Termination for If at any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, time the Company breaches the terms of this Agreement, and the Company receives written notice from the Holders of such breach, each Holder shall have the right, but not after the obligationCompany is given 10 days to cure such breach, at such Holder’s option and upon 10 days prior written notice to the Company (the “Repurchase Notice”), to require the Company to repurchase all such Holder’s then outstanding Purchase Rights by paying to the Holder, (a) the greater of (i) three times the total dollar amount of such Holder’s then outstanding and unexercised Purchase Right or any number (ii) three times the value of the Common Stock then Unvested Shares that are issued and held by such Holder under such Holder’s then outstanding Purchase Right assuming the exercise of all of such Holder’s then outstanding and owned or held by unexercised Purchase Rights and conversion of the OptioneeNotes issuable upon exercise of such Purchase Right into Common Stock, subject and (b) all amounts, expenses and costs otherwise due to and such Holder in accordance connection with the terms this Agreement. For purposes of this Section 7. The Company may exercise such repurchase right by delivering to , the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) value of the Company’s intention to exercise its Common Stock shall be highest Daily VWAP on any date between (and including) (x) the date the repurchase right under this Section 7is demanded or otherwise due, specifying or (y) the number of such Unvested Shares that date the repurchase is made. In the event the Company desires receives a Repurchase Notice from more than one Holder of the Purchase Rights and the Company can repurchase some, but not all, of the Notes pursuant to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated each Holder electing to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of require the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company its Purchaser Rights at such time an amount equal to each such Holder’s pro-rata amount (based on the dollar amount of the then outstanding and on unexercised Purchase Right held by such date Holder relative to aggregate dollar amount of all outstanding and unexercised Purchase Rights for which the Company has received Repurchase Notices) of all the Purchase Rights being repurchased at such time. In such event, the portion of a Holder’s Purchase Right that has not been repurchased shall remain outstanding until such time as the Company shall specify in the Noticepays to such Holder, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of all amounts due under this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to Upon payment in full of all amounts due under this Section 7 and elects not towith respect to a Holder, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, Holder’s Purchase Right shall be treated as Vested Shares for all purposes of this Agreementextinguished.

Repurchase Right. In To the event extent that the Purchaser seeks indemnification from the Seller pursuant to Sections 8.01(a)(v)-(vii) for Losses relating to a Portfolio Loan, so long as the amount of a Termination for any reason or for no reason, regardless such Losses do not exceed the total outstanding balance of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwisePortfolio Loan, the Company Seller shall have the right, but not in lieu of making the obligationindemnification payments required hereunder (and without reference to the Threshold Amount or the Indemnification Cap), to repurchase all or any number purchase the entire guaranteed and unguaranteed portion of such Portfolio Loan from the Company (the “Repurchase Right”) for an amount equal to the full balance of such Portfolio Loan (the “Repurchase Consideration”). In order to be effective, the Seller must (i) notify Purchaser and the Company of the then Unvested Shares that are issued and outstanding and owned or held by exercise of the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within Repurchase Right no later than thirty (30) days Business Days following the effective date receipt of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optioneerequest for indemnification, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee ii) deliver to the Company for each the Repurchase Consideration, by wire transfer of such Unvested Shares immediately available funds, no later than thirty (subject to adjustment pursuant to Section 11 hereof), payable, at 30) additional Business Days following the election exercise of the Company, in cash or through the cancellation of indebtednessRepurchase Right. The closing (the “Closing’’) of the repurchase Upon receipt by the Company of all or any number of Unvested Shares pursuant to this Section 7 the Repurchase Consideration, the Purchaser shall take place at the offices of cause the Company at such time and on such date to transfer the purchased Portfolio Loan, together with all documentation related thereto, to Seller as the Company shall specify in the Noticesoon as practicable, but in no event later than sixty ten (6010) days after Business Days following receipt of such consideration. The Repurchase Right shall not be deemed effective if (x) the date amount of termination. At Losses with respect to such Portfolio Loan exceeds its outstanding balance, (y) the ClosingCompany is unable to acquire 100% of such Portfolio Loan or (z) the Company is not able to terminate any outstanding participation, the Optionee shall deliver, guarantee or cause other encumbrance with respect to be delivered, such Portfolio Loan or is otherwise prohibited by Law or contract from transferring such Portfolio Loan to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7Seller. In the event that the Company cannot transfer a Portfolio Loan to the Seller but have received the Repurchase Consideration from Seller, the Purchaser shall cause the Company to refund such Repurchase Consideration to the Seller no later than three (3) Business Days after the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects confirmed that such transfer cannot to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementtake place.

Repurchase Right. In the event of a Termination for that any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation BR Equityholder Employee ceases to be employed by the Optionee, by Company and/or such Subsidiary during the Company, by virtue period beginning on the date of this Agreement and ending on the earlier of (A) the three (3) year anniversary of the Optionee’s death, Closing Date (as defined in the Acquisition Agreement) or otherwise, (B) the Company shall have date that the rightTPC Member delivers the Call Notice to the BR Member pursuant to Section 9.7 to purchase all, but not the obligationless than all, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or Units held by the OptioneeCall Sellers, subject to and as a result of the following occurrences after the date hereof: (i) such BR Equityholder Employee’s voluntary resignation as an employee, other than for Good Reason or upon death or disability (“Good Reason” shall be as defined in accordance such BR Equityholder Employee’s employment agreement with the terms Company), or (ii) the termination of this Section 7. The such BR Equityholder Employee employment by the Company may exercise such repurchase right by delivering to for Cause (the Optionee, within thirty (30) days following the effective date of such Terminationcessation or termination, a notice the “Termination Date”), the Unvested Units (as defined below) held directly or indirectly by such BR Equityholder Employee (including Units held by the BR Member with respect to such BR Equityholder Employee) shall be subject to purchase by the TPC Member pursuant to the terms and conditions set forth in this Section 9.11 (the “NoticeBR Equityholder Repurchase Option”). The purchase price of Unvested Units which are subject to purchase pursuant to the BR Equityholder Repurchase Option (the “Available Units”) shall be the lower of (i) the Put and Call Price, with the termination date being deemed the date on which the Repurchase Notice (as defined below) is delivered for purposes of the Company’s intention to exercise its repurchase right under this Section 7definition of the Put and Call Price, specifying and (ii) the number of such Unvested Shares that per Common Unit purchase price paid by the Company desires to repurchase, whereupon, subject TPC Member to the provisions of this Section 7, BR Member for the Company shall become legally obligated to repurchase from Common Units acquired by the Optionee, and the Optionee shall become legally obligated to sell to the Company, TPC Member at the Closing (as defined in the Acquisition Agreement) (such term is defined below)lower purchase price, the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon“Repurchase Price”). The purchase price per share Redemption Price for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall Available Units may be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payablepaid, at the election of the CompanyTPC Member, in cash the form of readily available funds or through the cancellation shares of indebtednessIssuer Common Stock or a combination of both. The closing (the “Closing’’) For purposes of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices 9.11, “employed” means such BR Equityholder Employee is an employee of the Company at and does not include any BR Equityholder (such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60Xxxxx Xxxxx) days after the date of termination. At the Closing, the Optionee shall deliver, that is serving as a consultant or cause to be delivered, contractor to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementCompany.

Repurchase Right. In If the event of a Termination for any reason or for no reasonCompany has not, regardless of whether such Termination is effected by voluntary resignation by within 90 days prior to the Optionee, by the Company, by virtue fifth anniversary of the Optionee’s deathOriginal Issuance Date (the "Anniversary Date"), consummated either: (i) a Public Offering where the aggregate gross proceeds to the Company are in excess of $50,000,000 (a "Repurchase Public Offering") or otherwise(ii) a Combination Transaction with a Listed Company whose total common equity market capitalization immediately prior to the consummation of the Combination Transaction is at least $100,000,000, then the Company shall give the holders of the Preferred Stock prior written notice at least 90 days prior to the Anniversary Date (the "Repurchase Notice") and the Requisite Holders shall have 30 days from the right, but not date of such Repurchase Notice to give notice that they are exercising their right to request that the obligation, to Company repurchase all or any number their shares of Preferred Stock at Fair Market Value (the then Unvested Shares that are issued "Repurchase Right"). If the Company elects to exercise the Repurchase Right, it shall notify the holders of Preferred Stock within 30 days after the Anniversary Date, and outstanding and owned or held by shall be obligated to effectuate the Optionee, subject to and in accordance with Repurchase Right within 90 days after the terms of this Section 7Anniversary Date. The Company may exercise such repurchase right by delivering to will hire the Optionee, within thirty Investment Bank (30as contemplated below) days following and facilitate the effective date calculation of such Termination, a notice (the “Notice”) Fair Market Value of the Company’s intention to exercise its repurchase right under this Section 7, specifying Preferred Stock by the number of such Unvested Shares that Anniversary Date. If the Company desires declines to repurchase, whereupon, repurchase the shares of Preferred Stock subject to the provisions Repurchase Right, then the Board of this Section 7, Directors of the Company shall become legally be obligated within 30 days after the Anniversary Date to repurchase from the Optionee, and the Optionee shall become legally obligated hire an Investment Bank reasonably acceptable to sell to the Company, at the Closing (as such term is defined below), the number holders of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery a majority of the Notice Preferred Stock to treat the Optionee as owner conduct an auction of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 customary procedures and under a customary time frame (which in no event shall be greater than 180 days) with the purchase price originally paid by mandate to maximize shareholder value (an "Auction Process"). If the Optionee Company receives and accepts a bona fide offer from an independent third party, the holders of the Preferred Stock shall convert their Preferred Stock into Class A Common Stock immediately prior to the Company for each consummation of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at sale. If the election Company receives one or more bona fide offers for the sale of the Company, the Company may decline to accept such bona fide offer if the Board of Directors has concluded based on its fiduciary duties that not accepting such offer is in cash or through the cancellation of indebtedness. The closing (the “Closing’’) best interests of the repurchase Company's stockholders, taken as a whole. If the Company declines to accept such an offer, then the dividend rate on the Preferred Stock shall be increased from 7.5% to 18.0% and at the beginning of each year following the Anniversary Date, the Company will be required to effect an Auction Process each year following the Anniversary Date until the Preferred Stock is repurchased or the Repurchase Right expires. If the Company receives a bona fide offer subject to the approval requirements of Section 7.2 hereof which is acceptable to it, and it does not receive approval of such offer by the Requisite Holders as required by Section 7.2 hereof, then the Repurchase Right shall terminate and be of no further force and effect. If the Company of all or does not receive any number of Unvested Shares pursuant to this Section 7 shall take place at bona fide offers for the offices sale of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date completion of termination. At the Closingits first Auction Process, the Optionee Company's obligations under the Repurchase Right shall deliver, or cause be deemed to be delivered, to have been fulfilled and the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company Repurchase Right of the purchase price therefor in accordance with holders of the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementPreferred Stock shall expire.

Repurchase Right. In For so long, as the event of a Termination for any reason or for no reasonNotes remain outstanding and unpaid, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by Membership Interests [certificates] shall be held in escrow in accordance with the Company, by virtue Escrow Agreement and release of the Optionee’s deathMembership Interests shall be subject to the terms of the Escrow Agreement and of the Pledge and Security Agreement. If an Event of Default occurs under the Notes, in addition to any other rights of Sellers under the Notes, hereunder or otherwisein any security agreement, and provided the Company default giving rise thereto shall have remained uncured for thirty (30) days after the date on which Sellers first gave notice to Buyer of such default, Sellers shall have the right, but not exercisable in their sole discretion at any time thereafter upon written notice to Buyer and the obligationescrow agent, to the return of their Membership Interests and all related rights (the "Repurchase Right"). In consideration therefor, Sellers shall pay to Buyer the repurchase all or any number price (the "Repurchase Price"), calculated in the manner and subject to terms set forth in Exhibit I attached hereto and in the Escrow Agreement. The transfer of Membership Interests to the Sellers shall be effective and recorded on the books of the then Unvested Shares that are issued Company immediately upon delivery of the notice of exercise of the Repurchase Right to escrow agent and outstanding and owned or held by the Optionee, subject Repurchase Price shall be payable to and Buyer in accordance with the terms of this Section 7Escrow Agreement. The Company may Repurchase Right shall expire on January 6, 2005, without affecting any other rights or remedies available at any time to Sellers, if all payments due to Sellers from Buyer at any time up to and including January 5, 2005 shall have been made and there shall be as of January 6, 2005 no outstanding past due obligation of Buyer to Sellers; provided that if the payment date for an obligation due to be paid on or prior to January 5, 2005 shall be extended, deferred, delayed or otherwise changed to a later date, then the expiration of the Repurchase Right shall occur only on the first day after such later date and only if all payments then due shall have been made by the later date; and further provided that if any payment made by Buyer on or prior to expiration of the Repurchase Right is recovered by Buyer in any bankruptcy or insolvency proceeding then the Repurchase Right shall be reinstated, Buyer and Sellers agree that, should the Sellers exercise such repurchase right by delivering the Repurchase Right, Sellers shall suffer substantial and direct damages resulting from Buyer's defaults, including without limitation, disruptions to the OptioneeCompany's business and to the relationships among the Company and Sellers and their customers, within thirty (30) days following employees, joint venture parties and property owners, DirectTV and other suppliers; the effective date loss of such Termination, a notice (amounts paid to joint venture parties in connection with this transaction; the “Notice”) adverse tax consequences resulting from the sale and repurchase of the Membership Interests; the difficulty in ascertaining the status of the Company’s intention 's satellite distribution systems at the Company's properties throughout the country and the expenditures, labor and time needed to exercise its repurchase right under this Section 7, specifying the number effectuate necessary repairs to any of such Unvested Shares that systems; costs to reestablish the Company desires business infrastructure necessary to repurchase, whereupon, subject enable them to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election assume operations of the Company, in cash or through . Buyer and Sellers further agree that they have taken into account the cancellation parties' best good faith estimates of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares damages (others being difficult to calculate or estimate) at the time of entering this Agreement and the Repurchase Price reflects a fair repurchase price for both parties in accordance with the provisions of this Section 7event Sellers, all of such Unvested Shares not so repurchased shallin their sole discretion, thereafter, be treated as Vested Shares for all purposes of this Agreementelect to exercise the Repurchase Right.

Repurchase Right. In If Holder's employment with the Corporation terminates for any reason at any time (other than as a result of Holder's death or Disability, or in the event of a Termination for any reason termination of Holder's employment without good cause (as defined in the Plan) or for no reasonupon retirement (with the Corporation's prior written consent)), regardless Holdings and/or its designee(s) shall have the option (the "Purchase Option") to purchase, and if an Option is exercised, Holder (or the Holder's executor or the administrator of whether such Termination is effected by voluntary resignation by Holder's estate, in the Optionee, by the Company, by virtue event of the Optionee’s Holder's death, or otherwiseHolder's legal representative in the event of the Holder's incapacity (hereinafter, collectively with such Holder, the Company "Grantor")) shall have the rightsell to Holdings and/or its assignee(s), but not the obligation, to repurchase all or any number portion (at Holding's Option) of the then Unvested Shares that are issued and outstanding and owned or shares of Stock and/or exercised Options held by the Optionee, subject Grantor (such shares of Stock and exercised Options collectively being referred to and as the "Purchasable Shares"). Holdings shall give notice in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering writing to the Optionee, Grantor of the exercise of the Purchase Option within thirty one (301) days following year from the effective date of such Termination, a notice (the “Notice”) termination of the Company’s intention to exercise its repurchase right under this Section 7, specifying Holder's employment. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value (as defined in the Plan) per share of such Unvested Shares that Purchasable Shares. If no notice is given within the Company desires to repurchase, whereupon, subject to the provisions of this Section 7time limit specified above, the Company Purchase Option shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereonterminate. The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Stock, the Fair Market Value per share for all times the number of shares being purchased, and in the Unvested Shares repurchased by case of any Option, the Company pursuant Fair Market Value per share times the number of vested shares subject to this Section 7 such Options which are being purchased, less the applicable per share Option exercise price. The purchase price shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtednesscash. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 such purchase shall take place at the Holding's principal executive offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty within ten (6010) days after the date of terminationpurchase price has been determined. At the Closingsuch closing, the Optionee Grantor shall deliver, or cause to be delivered, deliver to the Company a certificate purchaser(s) the certificates or certificates instruments evidencing the number of Unvested Purchasable Shares to be repurchasedbeing purchased, duly endorsed for transfer (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment by the Company of the purchase price therefor in accordance with by check of the terms of this Section 7purchaser(s). In the event that that, notwithstanding the Company has foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance or any Purchasable Shares by the scheduled closing date, at the option of Holdings, the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. To assure the enforceability of Holding's rights under this Paragraph 19, each certificate or instrument representing Stock or an Option held by Holder and/or the certificate or instrument shall bear a right to repurchase any Unvested Shares conspicuous legend in substantially the following form: Holding's rights under this Section 19 shall terminate upon the consummation of an underwritten public offering of the Stock, registered and effective under the Securities Act of 1993, as amended, pursuant to this Section 7 and elects not towhich Holdings receives aggregate cash sales proceeds, before underwriting discount, of at least $25 million or fails to, repurchase all or a portion of such Unvested Shares in accordance with lesser amount as the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementCommittee shall determine.

Repurchase Right. In The Company will have the right (the “Repurchase Right”) to repurchase this Warrant (or in the event the Warrant has been exercised, the Repurchasable Purchased Shares) upon termination of a Termination your employment for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by upon your failure to commence employment with the Company, for any reason, on or prior to the Effective Date (any such event, a “Repurchase Event”). The Repurchase Right may be exercised by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) 90 days following the effective date of such Termination, a notice event (the “NoticeRepurchase Period”) ), and during the Repurchase Period, the Repurchasable Purchased Shares may not be sold. The Repurchase Right may be exercised by the Company by giving the holder written notice on or before the last day of the Company’s Repurchase Period of its intention to exercise its repurchase right under the Repurchase Right, and, together with such notice, tendering to the holder an amount equal to the fair market value of this Section 7Warrant (as reasonably determined by the Board of Directors) or, specifying if Repurchasable Purchased Shares are being repurchased, an amount equal to the number Fair Market Value of such Unvested Shares that the Repurchasable Purchased Shares. Upon exercise of the Repurchase Right, you (or your successor in interest) will deliver to the Company desires to repurchasethis Warrant or, whereupon, subject to the provisions of this Section 7if applicable, the Company shall become legally obligated to repurchase from stock certificate or certificates representing the OptioneeRepurchasable Purchased Shares being repurchased, in each case, duly endorsed and free and clear of any and all liens, charges, and the Optionee shall become legally obligated to sell to the Companyencumbrances. If this Warrant (or, at the Closing (as such term is defined below)if applicable, the number of Unvested Shares referred to in the Notice, and the Company shall Repurchasable Purchased Shares) are not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased purchased by the Company pursuant to its exercise of the Repurchase Right, you and your successor in interest, if any, will thereafter beneficially own this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Warrant or any Purchased Shares (in his or her possession subject to adjustment pursuant to Section 11 hereof), payable, at the election all of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7Agreement, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementincluding the transferability restrictions.

Repurchase Right. In the event of (a) From and after a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwiseRepurchase Event, the Company shall have the right, but not the obligation, to repurchase all or any number portion of the then Unvested Shares that are issued and outstanding and owned or Equity Securities held by the Optioneeapplicable Other Shareholder (including any Equity Securities received upon a distribution from any deferred compensation plan or other Equity Incentive Plan or any Equity Securities issuable upon exercise of any option, subject to and warrant or similar equity-linked security of the Company held by such Other Shareholder) in accordance with the terms of this Section 76 (the “Repurchase Right”), in each case, at a price (the “Repurchase Price”) equal to “fair market value,” but subject to Section 6(b), and subject further to any provisions to the contrary contained in such Other Shareholder’s Employment Agreement or Option Agreement, as applicable. The Company may exercise such repurchase right the Repurchase Right by delivering written notice (a “Repurchase Notice”) to such Other Shareholder within six months after the Repurchase Event; provided, however, that with respect to Equity Securities acquired by the Other Shareholder after such Repurchase Event (whether by exercise of any option, warrant or similar equity-linked security of the Company, distribution of shares from any deferred compensation plan or otherwise), the Company may exercise the Repurchase Right by delivering a Repurchase Notice to such Other Shareholder within six months after the acquisition of such Equity Securities by such Other Shareholder (each date on which any such purchase is closed with respect to the Optioneesubject Equity Securities, within the “Repurchase Date”). The determination date for purposes of determining the fair market value shall be the Repurchase Date applicable to the subject Equity Securities. The Repurchase Date with respect to any repurchase of Equity Securities pursuant to the exercise of the Repurchase Right shall take place on the later of (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the effective date of such Termination, a notice the Repurchase Notice and (ii) within ten (10) days following the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase receipt by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementnecessary government approvals.

Repurchase Right. In the event of any proposed Transfer any of Shares during the Pre-IPO Restricted Period (other than pursuant to a Termination Family Transfer), the Company (or its designee) shall have the right (the “Repurchase Right”) to purchase all, but not less than all, of the Shares subject to such proposed Transfer. The purchase price for the Shares shall be equal to the price specified in the Transfer Notice; provided, that, in the case of any reason testamentary Transfer or for no reasonany involuntary Transfer, regardless of whether such Termination is effected by voluntary resignation the purchase price shall be the fair market value as determined in good faith by the Optionee, Company Board. The Repurchase Right shall be exerciseable by giving a written notice (the Company, by virtue “Repurchase Notice”) to Employee within fifteen (15) Business Days of receiving the Optionee’s death, or otherwise, the Transfer Notice. The Company shall have the right, but not the obligation, right to repurchase all or assign this Repurchase Right to any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and other Person in accordance with Section 20 hereof. In the terms case of this Section 7. The Company may exercise such repurchase right any involuntary Transfer of Shares, the Repurchase Right shall be exerciseable at any time by delivering giving a Repurchase Notice to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) holder of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that Shares. If the Company desires to repurchase(or its designee) has given a Repurchase Notice in a timely manner, whereupon, subject to the provisions of this Section 7, the Company Employee (or his or her legal representative or transferee) shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company (or its designee) shall not be required after delivery of purchase the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date place, within twenty (20) Business Days after the giving of the Repurchase Notice, as the Company (or its designee) shall specify in the Notice, but in no event later than sixty (60) days after the date of terminationdesignate. At the Closingsuch time and place, the Optionee Company (or its designee) shall deliver, or cause to be delivered, pay the purchase price for the Shares and the Employee shall deliver endorsed certificates to the Company a certificate (or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by its designee). If the Company of (or its designee) does not purchase the purchase price therefor Shares, the Shares may be Transferred in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement3.

Repurchase Right. In the event of that a Termination for any reason or for no reasonChange in Control shall occur, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company each Holder shall have the rightright (the "Repurchase Right"), at the Holder's option, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 711.2, to require the Company to repurchase, and upon the exercise of such right the Company shall become legally obligated repurchase, all of such Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to any integral multiple of $1,000 (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase from the Optionee, and the Optionee shall become legally obligated is equal to sell to the Company, at the Closing (as such term is defined belowan integral multiple of $1,000), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing date (the “Closing’’"Repurchase Date") of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) that is 45 days after the date of termination. At the ClosingCompany Notice given pursuant to Section 11.3 in connection with such Change of Control at a purchase price equal to 100% of the principal amount of the Securities to be repurchased (the "Repurchase Price"), plus interest (including Additional Amounts, if any) accrued and unpaid to, but excluding, the Optionee Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is prior to or on the Repurchase Date shall deliverbe payable to the Holders of such Securities, or cause one or more Predecessor Securities, registered as such on the relevant Record Date according to be delivered, their terms and the provisions of Section 2.1. Subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with Section 11.2, the terms Company may elect to pay the Repurchase Price by delivering a number of shares of Common Stock equal to (i) the Repurchase Price divided by (ii) 95% of the average of the Trading Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 4.1(a) and 4.7) or Exhibit A annexed hereto there is a reference, in any context, to the principal --------- of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect to such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafterthat, be treated as Vested Shares for all the purposes of this AgreementArticle 13, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Repurchase Right. In If the event of a Termination for any reason or for no reasonCompany determines, regardless of whether such Termination in its sole discretion, that it is effected by voluntary resignation by likely that within six months the Optionee, by the Company, by virtue Units of the Optionee’s deathCompany will be held of record by a number of persons that would require the Company to register a class of its equity securities under the Securities Exchange Act of 1934, or otherwiseas amended as required by Section 12(g) of such act, the Company shall have the right, but not the obligation, option to repurchase all the Class A Preferred Units (or any number other classes of units that may be created) from Members for the greater of (i) such Class A Preferred Member's Capital Contribution Amount; (ii) the fair market value of the then Unvested Shares that are issued and outstanding and owned securities as determined by its appraiser for 409A purposes; or held (iii) the fair market value of the securi tie s as determined by another independent appraiser chosen by the Optionee, subject to and Company. Such independent appraiser shall be regularly engaged in accordance with the terms of this Section 7securities valuation. The foregoing repurchase option will terminate upon a Change of Control or dissolution or a liquidation event as described herein. "Dissolution Event" means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company's creditors or (iii) any other liquidation, dissolution or winding up of the Company may exercise such repurchase right by delivering to (excluding a Change in Control or an initial public offering), whether voluntary or involuntary. "Change of Control" shall mean (i) a transaction or series of related transactions in which any "person" or "group" (within the Optionee, within thirty (30meaning of Section 13(d) days following the effective date of such Termination, a notice (the “Notice”and 14(d) of the Company’s intention to exercise its repurchase right Securities Exchange Act of 1934, as amended), becomes the "beneficial owner" (as defined in Rule 13d 3 under this Section 7the Securities Exchange Act of 1934, specifying as amended), directly or indirectly, of more than 50% of the number outstanding voting securities of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord having the right to vote to for the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all election of members of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each Company's board of such Unvested Shares directors, (subject to adjustment pursuant to Section 11 hereof)ii) any reorganization , payable, at the election merger or consolidation of the Company, other than a transaction or series of related transactions in cash or through which the cancellation of indebtedness. The closing (the “Closing’’) holders of the repurchase voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions , at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices substantially all of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company assets of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementCompany.

Repurchase Right. In the event of that a Termination for any reason or for no reasonChange in Control shall occur, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company each Holder shall have the rightright (the "Repurchase Right"), at the Holder's option, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 711.2 hereof, to require the Company to repurchase, and upon the exercise of such right the Company shall become legally obligated repurchase, all of such Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple thereof (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase from the Optionee, and the Optionee shall become legally obligated is equal to sell to the Company, at the Closing (as such term is defined below$1,000 or integral multiples thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing date (the “Closing’’"Repurchase Date") of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) that is 45 days after the date of termination. At the ClosingCompany Notice (as defined in Section 11.3) at a purchase price equal to 100% of the principal amount of the Securities to be repurchased (the "Repurchase Price"), plus interest accrued and unpaid to, but excluding, the Optionee Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is prior to or on the Repurchase Date shall deliverbe payable to the Holders of such Securities, or cause one or more Predecessor Securities, registered as such on the relevant Record Date according to be delivered, their terms and the provisions of Section 2.1 hereof. Subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with Section 11.2 hereof, the terms Company may elect to pay the Repurchase Price by delivering the number of shares of Common Stock equal to (i) the Repurchase Price divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 4.1(a) and 4.7 hereof) or Exhibit A annexed hereto there is a reference, in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect to such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafterthat, be treated as Vested Shares for all the purposes of this AgreementArticle 13 hereof, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Repurchase Right. In Upon the event termination of a Termination an Investor's employment with (or, in the case of Nishimura, termination of his provision of consulting services to) his or her Employing Group (i) by the Employing Group for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation (ii) by the Optionee, by Investor for any reason on or prior to the Company, by virtue fifth anniversary of the Optionee’s death, or otherwiseEffective Date (the date of such termination being referred to as the "Termination Date"), the Company shall Corporation will have the right, right (but not the obligation, ) to repurchase all or any purchase from the Investor the following number of Class A Shares ("Non-Vested Shares"): Investor Non-Vested Shares Xxxxxxx 45 Xxxxxx 80 Xxxxxx 50 Nishimura 25 As to each Investor, the then Unvested number of Non-Vested Shares equals 25% of the Class A Shares held by such Investor on the Effective Date. Notwithstanding the foregoing, if, as of the Termination Date, the Investor holds any LBTYA Shares that are were issued in exchange for Converted Shares and outstanding and owned or the number of Class A Shares held by such Investor is less than the Optioneenumber of Non-Vested Shares of such Investor (the amount of such deficiency being referred to herein as the "Shortfall Number"), subject then LMI will have the right (but not the obligation) to and purchase from the Investor the number of LBTYA Shares that were issued in accordance with exchange for a number of Class A Shares equal to the terms Shortfall Number. With respect to the repurchase of LBYTA Shares pursuant to this Section 4(a), the number of LBYTA Shares that were issued in exchange for a Class A Share will be treated as one Non-Vested Share for all purposes of this Section 74(a). The Company Corporation or LMI, as the case may be, may exercise such the repurchase right provided under this Section 4(a) by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice ("Exercise Notice") to the “Notice”Investor within ninety (90) days after the Termination Date. The purchase price for such Non-Vested Shares will be an amount equal to the sum of (x) $1,000 multiplied by the Company’s intention number of Non-Vested Shares so purchased (the "Base Amount"), adjusted as provided in Section 4(b) below, plus (y) 6% per annum from the Effective Date to the Termination Date (compounded annually) on the Base Amount. If LMI and/or the Corporation does not deliver an Exercise Notice under this Section 4(a) within the time permitted, LMI and/or the Corporation, as applicable, will be deemed to have elected not to exercise its repurchase right under this Section 7, specifying 4(a). If LMI and/or the number of such Unvested Shares that the Company desires Corporation elects to repurchase, whereupon, subject to the provisions of exercise its repurchase right under this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below4(a), the number Investor will be obligated to Transfer to LMI or the Corporation, as applicable, free and clear of Unvested any lien, claim or encumbrance, such Non-Vested Shares referred as to in which the Notice, and the Company shall not be required after delivery repurchase right has been exercised against payment of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereonpurchase price therefor. The closing of any purchase price per share for all of the Unvested Shares repurchased by the Company and sale pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place 4 will occur at the offices of LMI on a Business Day and at a time selected by LMI or the Company at such time and on such date as the Company shall specify in the Notice, but in no event Corporation that is not earlier than ten (10) nor later than sixty fifteen (6015) days after following the date delivery of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, Exercise Notice to the Company a certificate or certificates evidencing Investor by LMI and/or the number of Unvested Shares to be repurchasedCorporation, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by unless the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementparties otherwise agree.

Repurchase Right. In If, at any time during the event of first three years following the Effective Date, a Termination for any reason Change in Control occurs or for no reason, regardless of whether such Termination is effected by voluntary resignation approved by the OptioneeParent's Board, the Parent shall promptly provide written notice thereof to the Senior Executives, such notice to contain (i) the Parent's determination of the Fair Market Value of the Employer Stock then "beneficially owned" (such term used for all purposes of this Agreement as defined in Annex I hereto) by the Company, by virtue Parent (the "Eligible Employer Stock") and (ii) a reasonably detailed description of the Optionee’s death, or otherwiseChange in Control transaction and the basis for the determination of such Fair Market Value. For purposes of this Section 7.6, the Company term "Fair Market Value" shall have the meaning assigned thereto in Annex I, except that the determination thereof shall be made in good faith by the Parent's Board and an independent investment banking firm chosen by the Parent (whose fees and expenses shall be born solely by the Parent). After receipt of such notice from the Parent either or both of the Senior Executives may, within 5 days thereof provide written notice to the Parent of either or both of the Senior Executives' intent to Pursue the Purchase of the Eligible Employer Stock. If either or both of the Senior Executives, as the case may be, provide notice of such intended purchase, they shall have (A) an additional 10 business days to deliver to the Parent written indications of financing support for the intended purchase and (B) an additional 41 days to deliver commitment letters from their financing sources. Upon complying with the foregoing, the Senior Executives shall have the right, but not the obligationobligation to purchase the Eligible Employer Stock at the Fair Market Value specified in the Change in Control notice provided by the Parent (provided that, to repurchase all or any number if such Change in Control does not occur, such right of the then Unvested Shares Senior Executives with respect thereto shall be void and of no further force and effect (it being understood that are issued and outstanding and owned the Senior Executives retain the repurchase right described in this Section 7.6 for any subsequent Change in Control within three years following the Effective Date)). The parties acknowledge that in the event the Senior Executives do not jointly exercise the right provided in this Section 7.6, the Executive may exercise the right individually, provided that either (i) the Other Senior Executive's Employment Agreement is no longer in effect or held (ii) the Executive or the Other Senior Executive provides the Parent with (a) written confirmation signed by the OptioneeOther Senior Executive that such Other Senior Executive will not exercise such right, subject or (b) a written notice signed by the Executive providing that the Other Senior Executive has been deemed to and have made an irrevocable election not to exercise such right pursuant to the Letter Agreement (as defined in accordance the Purchase Agreement) together with evidence, including copies of any notices, satisfactory to the Parent, that the Executive has complied with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Letter Agreement.

Repurchase Right. In If Holder's employment with the Corporation terminates for any reason at any time (other than as a result of Holder's death or Disability, or in the event of a Termination for any reason termination of Holder's employment without good cause (as defined in the Plan) or for no reasonupon retirement (with the Corporation's prior written consent)), regardless Holdings and/or its designee(s) shall have the option (the "Purchase Option") to purchase, and if an Option is exercised, Holder (or the Holder's executor or the administrator of whether such Termination is effected by voluntary resignation by Holder's estate, in the Optionee, by the Company, by virtue event of the Optionee’s Holder's death, or otherwiseHolder's legal representative in the event of the Holder's incapacity (hereinafter, collectively with such Holder, the Company "Grantor")) shall have the rightsell to Holdings and/or its assignee(s), but not the obligation, to repurchase all or any number portion (at Holding's Option) of the then Unvested Shares that are issued and outstanding and owned or shares of Stock and/or exercised Options held by the Optionee, subject Grantor (such shares of Stock and exercised Options collectively being referred to and as the "Purchasable Shares"). Holdings shall give notice in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering writing to the Optionee, Grantor of the exercise of the Purchase Option within thirty one (301) days following year from the effective date of such Termination, a notice (the “Notice”) termination of the Company’s intention to exercise its repurchase right under this Section 7, specifying Holder's employment. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value (as defined in the Plan) per share of such Unvested Shares that Purchasable Shares. If no notice is given within the Company desires to repurchase, whereupon, subject to the provisions of this Section 7time limit specified above, the Company Purchase Option shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereonterminate. The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Stock, the Fair Market Value per share for all times the number of shares being purchased, and in the Unvested Shares repurchased by case of any Option, the Company pursuant Fair Market Value per share times the number of vested shares subject to this Section 7 such Options which are being purchased, less the applicable per share Option exercise price. The purchase price shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtednesscash. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 such purchase shall take place at the Holding's principal executive offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty within ten (6010) days after the date of terminationpurchase price has been determined. At the Closingsuch closing, the Optionee Grantor shall deliver, or cause to be delivered, deliver to the Company a certificate purchaser(s) the certificates or certificates instruments evidencing the number of Unvested Purchasable Shares to be repurchasedbeing purchased, duly endorsed for transfer (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment by the Company of the purchase price therefor in accordance with by check of the terms of this Section 7purchaser(s). In the event that that, notwithstanding the Company has foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance or any Purchasable Shares by the scheduled closing date, at the option of Holdings, the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then pledged or encumbered. To assure the enforceability of Holding's rights under this Paragraph 19, each certificate or instrument representing Stock or an Option held by Holder and/or the certificate or instrument shall bear a right to repurchase any Unvested Shares conspicuous legend in substantially the following form: "THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE INTERNATIONAL WIRE HOLDING COMPANY 1995 STOCK OPTION PLAN AND A NONSTATUTORY STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND Holding's rights under this Section 19 shall terminate upon the consummation of an underwritten public offering of the Stock, registered and effective under the Securities Act of 1993, as amended, pursuant to this Section 7 and elects not towhich Holdings receives aggregate cash sales proceeds, before underwriting discount, of at least $25 million or fails to, repurchase all or a portion of such Unvested Shares in accordance with lesser amount as the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementCommittee shall determine.

Repurchase Right. In As further consideration for the event issuance of a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, Shares by the Company, by virtue DHW agrees that from the date hereof through the first anniversary of the Optionee’s death, or otherwiseClosing Date, the Company shall will have the right, but not the obligation, right to repurchase all or any number and redeem certain of the then Unvested Shares that are issued and outstanding and owned or held by if the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) average bid price of the Company’s intention Common Stock exceeds $0.714 per share for any period of 20 consecutive trading days (the “Trigger”). If and whenever the Trigger is met, the Company may at any time during the first year following the Closing Date, but within 20 trading days of any given Trigger, repurchase from DHW, for the consideration of $0.001 per share, up to a maximum of such number of the Shares as would enable DHW to retain (assuming no sales of Shares by DHW during the first year following the Closing Date) Shares having a market value of Twenty Million and No/100 Dollars ($20,000,000) following such repurchase (calculated using the closing price per share of Common Stock on the trading day immediately prior to the date of repurchase). The one year period provided in this Section shall be extended for the number of days that the Company is prevented from exercising its repurchase right due to an automatic stay or other action by a federal or state court, but only to the extent that the Company is so prevented. The repurchase shall be deemed made effective upon the giving of notice to DHW and the sole obligation of the Company to DHW thereafter shall be the payment of the price for repurchased Shares. The repurchase price shall be deliverable only to DHW, unless another payee is designated in writing by DHW. Upon the Company’s exercise of the repurchase right and tender of the repurchase price, the repurchased shares shall, without further action by the Company, DHW or any other party, cease to be outstanding and shall be deemed cancelled by the Company. Any sales of Shares by DHW during the first year following Closing will reduce such $20,000,000 threshold by the gross dollar amount of such sales. DHW agrees that (i) it will not sell or dispose of any of the Shares for the period from the Closing Date through January 31, 2010; and (ii) for a period of one year following the Closing Date, it will not sell, transfer or assign, or contract to sell, transfer or assign, by operation of law or otherwise, more than 6,500,000 of the Shares. Although the repurchase right herein may be triggered multiple times during the one year period following the Closing, the Company may only exercise its repurchase right under this Section 7, specifying the number once. Such repurchase right may be exercised by action of such Unvested not less than a majority of disinterested directors. The Shares that the Company desires to repurchase, whereupon, are subject to the provisions foregoing repurchase right, which shall be binding upon DHW’s successors and assigns, including any transferee, assignee or pledgee of this Section 7the Shares; provided, however, that upon exercise of the Company repurchase right herein, all of the Shares remaining after the repurchase shall become legally obligated cease to repurchase from the Optionee, and the Optionee shall become legally obligated to sell be subject to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Noticerepurchase right herein, and the Company shall not will, upon request of DHW, cause the second restrictive legend set forth in Section 3.2(h) pertaining to the repurchase right to be required after delivery removed from any share certificate; and provided further, that if any of the Notice Shares shall, following January 31, 2010, be sold on an exchange or in the over-the-counter market, the Company shall, upon request of DHW, remove the foregoing legend from certificates for up to treat 6,500,000 Shares which shall have been sold in the Optionee as owner over-the-counter market. DHW and each transferee, assignee and pledgee of the Unvested Shares referred shall at all times provide the Company with the following: the full name and current residence address and business office of such party; the contact person or persons with respect to in such party; the Notice, to accord the right to vote telephone number of such party; and an acknowledgement from any assignee or pledgee that Shares remain subject to the Optionee with respect thereto or to pay dividends thereonrepurchase right. The purchase price per share for all Shares shall bear the restrictive legends set forth in Section 3.2(h) and shall be subject to a stop transfer order on the Company’s stock records and instructions to the Company’s transfer agent necessary to enforce the forgoing repurchase right and the representations and warranties set forth in Section 3.2(b). Upon exercise of the Unvested Shares repurchased by the Company repurchase right pursuant to this Section 7 2.5, DHW and any transferee, assignee or pledge hereby designates the Chief Financial Officer or the Secretary of the Company or their successors, as their attorneys-in-fact to execute such documents and instruments, and give such orders and instructions as shall be necessary or required to effect the purchase price originally paid by transfer and cancellation of repurchased shares on the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election stock records of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant per share dollar amounts referred to in this Section 7 2.5, including the Triggers, shall take place at be proportionately decreased or increased to reflect changes in the offices capitalization of the Company at such time and on such date as the Company shall specify in the Noticeresulting from any stock split, but in no event later than sixty (60) days after the date of termination. At the Closingcombination, the Optionee shall deliver, dividend or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementaction having similar effect.

Repurchase Right. In Notwithstanding any other provisions of this ----------------- Warrant, effective one year after the date on which the Company has paid in full the outstanding principal balance of and accrued interest on the Note (the "Trigger Date"), the Company may, in the event that after the Trigger Date the per share closing price of a Termination the Company's Common Stock, as reported on the NASDAQ SmallCap Market or such other principal market in which the Company's Common Stock may then be quoted, exceeds $7.50 for any reason period of twenty (20) consecutive trading days (a "Relevant Trading Period"), upon not less than thirty (30) days' notice (a "Warrant Repurchase Exercise Notice") in writing to the Holder pursuant to Section 14 of the Agreement, repurchase all or for no reasonany portion of this Warrant at a purchase price equal to $.10 per share of Common Stock covered hereby, regardless of whether such Termination is effected by voluntary resignation by the Optionee, purchase price to be equitably and proportionally adjusted (as determined solely by the Company, by virtue of acting in good faith) each time the Optionee’s deathExercise Price is adjusted pursuant to Section 5 hereof; provided, or otherwise, however that the Company shall have not be entitled to exercise such repurchase rights if and to the rightextent that (i) the Holder has registration rights in respect of the Common Stock covered by this Warrant under the Registration Rights Agreement, (ii) a registration statement covering the sale of such Common Stock by the Holder has not been filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act") and declared effective by the SEC thereunder, and (iii) such registration statement (or any amended or successor registration statement) is not effective for at least one full Relevant Trading Period; and, provided further, that the restrictions on the Company's repurchase rights contained in the immediately preceding proviso shall terminate if and to the extent that the Holder (i) has been offered, but not has declined, the obligationopportunity to include such shares of Common Stock in a registration statement being filed by the Company under the Act, or (ii) is eligible, during any full Relevant Trading Period, to repurchase all sell such shares under the provisions of Rule 144 (or any number of successor or similar such rule, other than Rule 144A) without regard to the then Unvested Shares that are issued and outstanding and owned volume limitations thereof. During such thirty (30) day period, the Holder may exercise such Warrants or held by the Optionee, subject to and a portion thereof in accordance with the terms of this Section 7hereof. The Company may exercise closing of such repurchase right by delivering to shall occur on the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Companydate, at the Closing (time and at the place set forth in such Warrant Repurchase Exercise Notice or at such other time, date or place as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased agreed upon by the Company pursuant to this Section 7 shall be and the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of terminationHolder. At the Closing, unless and except to the Optionee extent that this Warrant has been exercised by the Holder during such thirty (30) day period, the Company shall deliver, or cause deliver to be delivered, the Holder an amount equal to the purchase price in immediately available funds and the Holder will deliver this Warrant to the Company a certificate or certificates evidencing for cancellation. To the number extent any repurchase hereunder is of Unvested Shares to be repurchasedless than all of the rights represented by this Warrant, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of will deliver to the purchase price therefor in accordance with Holder a new Warrant covering the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares rights not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementpurchased.

Repurchase Right. In the event of a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the The Company shall have the right, but not to the obligationextent permitted by applicable law, at any time prior to December 31, 2003 (the “Repurchase Deadline”), to repurchase all or any number of the Shares then Unvested Shares that are issued and outstanding and owned or held by the OptioneePurchasers or their affiliates, subject at a purchase price of $2.25 per share (the “Repurchase Right”). Any repurchase effected pursuant to and this Section 3(b) shall be made on a pro rata basis among the Purchasers in proportion to the number of Shares then held by them. This Repurchase Right shall be exercisable by written notice delivered to each Purchaser in accordance with the terms notice provisions of this Section 7. The Company may exercise 14 below (the “Repurchase Notice”), and shall indicate (1) the number of Shares to be repurchased (the “Repurchase Shares”), (2) the aggregate purchase price to be paid to the Purchaser for the Repurchase Shares (the “Repurchase Price”), (3) the date on which such repurchase right by delivering is to the Optioneebe effected, within which date shall not be more than thirty (30) days following after the effective date of such Termination, a notice the Repurchase Notice (the “NoticeRepurchase Date”), and (4) the location where the Purchaser shall surrender the certificate or certificates representing the Repurchase Shares. On or before the Repurchase Date, the Purchaser shall surrender the certificate or certificates evidencing the Repurchase Shares held by it to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Company’s intention to exercise its repurchase right under this Section 7, specifying Repurchase Price. Promptly upon the number receipt of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined belowsurrendered stock certificate(s), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the ClosingRepurchase Date, the Optionee Company shall deliverpay to the Purchaser, in cash or cash equivalents, the Repurchase Price for the Repurchase Shares. If fewer than all of the Shares represented by any such surrendered certificate or certificates are repurchased, the Company shall promptly issue or cause to be delivered, to the Company issued a new certificate or certificates representing the balance of the Shares not repurchased. If, on the Repurchase Date, funds necessary for such repurchase shall be available therefore and shall have been irrevocably deposited or set aside, then, notwithstanding that the certificates evidencing the number of Unvested any shares so called for repurchase shall not have been surrendered, such Repurchase Shares shall be cancelled and shall no longer be deemed to be repurchasedoutstanding, duly endorsed the Purchaser shall cease to be a stockholder with respect to such Repurchase Shares, and all rights whatsoever with respect to such Repurchase Shares (except for transfer or accompanied by duly executed stock powers, against payment by the Company right of the purchase price therefor in accordance with holders thereof to receive the terms Repurchase Price without interest upon surrender of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementtheir certificates) shall terminate.

Repurchase Right. In the event of (a) If, at any time prior to October 1, 2003 there shall occur a Termination for any reason or for no reasonDesignated Event, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company then each Noteholder shall have the right, at such holder's option, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 716.2, to require the Company shall become legally obligated to repurchase from the Optioneeall of such holder's Notes, and the Optionee shall become legally obligated to sell to the Company, at the Closing or any portion thereof (as such term is defined belowin principal amounts of $1,000 or integral multiples thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased repurchase date fixed by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later that is not less than sixty (60) 30 days nor more than 45 days after the date of terminationthe Company Notice (as defined in Section 16.2 below) of such Designated Event (or, if such 45th day is not a Business Day, the next succeeding Business Day). The repurchase price shall be equal to 100% of the principal amount of Notes, together with accrued interest, if any, to, but excluding, the repurchase date (the "Repurchase Price"); provided that if such repurchase date is April 1 or October 1, then the interest payable on such date shall be paid to the holder of record of the Note on the next preceding March 15 or September 15, respectively. No Notes may be repurchased at the option of holders upon a Designated Event if there has occurred and is continuing an Event of Default, other than a default in the payment of the Repurchase Price with respect to such Notes on the repurchase date. At the Closingoption of the Company, the Optionee shall deliverRepurchase Price may be paid in cash or, or cause to be delivered, subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with Section 16.2, by delivery of shares of Common Stock having a fair market value equal to the terms Repurchase Price as described in Section 16.2(a). Whenever in this Indenture there is a reference, in any context, to the principal of any Note as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Note to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafter, be treated as Vested Shares that for all the purposes of this AgreementArticle Four, such reference shall be deemed to include reference to the Repurchase Price only if the Repurchase Price is payable in cash.

Repurchase Right. The Company may not assign its rights or obligations hereunder ---------------- or under the Note without the prior written consent of Siena. Siena may assign all or any portion of the Note or other Securities without the prior consent of the Company or Easyriders. Siena may sell or agree to sell to one or more other persons a participation in all or any part of any of the Note or other Securities without the prior consent of the Company or Easyriders. Upon surrender of the Note or other Securities, the Company or Easyriders shall execute and deliver one or more substitute notes, warrants or other securities in such denominations and of a like aggregate unpaid principal amount or other amount issued to Siena and/or to Siena's designated transferee or transferees. Siena may furnish any information in the possession of Siena concerning the Company or Easyriders, or any of its respective subsidiaries, from time to time to assignees and participants (including prospective assignees and participants). In the event Siena proposes to sell or otherwise transfer the Note (except for the sale of participating interests in the Note) or receives a Termination for bona-fide offer from any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by third party to purchase the Optionee, by the Company, by virtue of the Optionee’s death, or otherwiseNote which Siena elects to accept then Siena shall give written notice to Xxxxxx Xxxxxx and Xxxx Xxxxxx (collectively, the Company "Shareholders") of its intention to transfer (the "Sale ------------ ---- Notice"). In such event, the Shareholders shall have the right, but not the ------ obligation, to repurchase purchase the Note by paying to Siena all or any number outstanding principal and all accrued and unpaid interest of the then Unvested Shares that are issued and outstanding and owned or held by Note (the Optionee, subject to and in accordance with the terms of this Section 7"Purchase Amount"). The Company may exercise such repurchase right --------------- Shareholders shall deliver to Siena within five (5) Business Days after receipt of the Sale Notice from the Secretary, a written election (the "Purchase -------- Notice") to purchase the Note along with immediately available funds in an ------ amount equal to the Purchase Amount. The Shareholders shall also have the right, at any time while the Note is outstanding, to purchase the Note by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, Siena a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject Purchase Notice and immediately available funds in an amount equal to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementPurchase Amount.

Repurchase Right. In If the event of a Termination Stockholder terminates his or her consulting relationship with the Company, or if the Stockholder’s consulting relationship is terminated by the Company, for any reason or for no reasonreason (whether voluntarily or involuntarily), regardless of whether such Termination is effected by voluntary resignation by or in the Optionee, by the Company, by virtue event of the OptioneeStockholder’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued (after giving effect to the acceleration of vesting provisions of Section 2(b), if and outstanding and owned or held by to the Optionee, extent applicable) subject to and in accordance with the terms of this Section 73. The Company may exercise such repurchase right by delivering to the OptioneeStockholder, within thirty twelve (3012) days calendar months following the effective date of such Terminationtermination, a notice (the “Notice”) of the Company’s its intention to exercise its repurchase right under this Section 73, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 73, the Company shall become legally obligated to repurchase from the OptioneeStockholder, and the Optionee Stockholder shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after such delivery of the Notice to treat the Optionee Stockholder as owner of the such number of Unvested Shares referred to in the NoticeShares, to accord the right to vote to the Optionee Stockholder with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 3 shall be the purchase price originally paid by the Optionee equal to the Company for each of such Unvested Shares $2.50 (subject to adjustment pursuant to Section 11 6 hereof), and shall be payable, at the election of the Company, in cash or through the cancellation of any outstanding indebtedness. The closing (the “Closing’’”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 3 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee Stockholder shall deliver, or cause to be delivered, deliver to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 73. In the event that If the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 3 and elects not to, or fails to, to repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 73, all of such the Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

Repurchase Right. In Upon the event occurrence of a Termination Management Investor no longer being employed by Walco or Walco International, Inc., a California corporation, for any reason or for no reason, regardless of whether such (a “Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwiseEvent”), the Company or its assigns (which assigns may include one or more Charlesbank Investors), in addition to any rights contained in any Restricted Stock Agreement, shall have the right, but not the obligation, right and option to repurchase (the “Repurchase”) all or any number portion of the then Unvested Shares that are issued and outstanding and owned or Preferred Stock held by such Management Investor or any Transferee thereof as of the Optioneedate of such Termination Event. The per share purchase price for the Preferred Stock will be (i) if such Management Investor’s employment is terminated for Cause, subject to and in accordance with the terms lesser of this Section 7(A) the fair market value thereof or (B) the Gross Price Per Class A-1 Share, or (ii) if such Management Investor’s employment terminates for any other reason, the fair market value thereof. The Company may exercise or its assigns shall notify such repurchase right by delivering Management Investor of its intent to effect the Optionee, Repurchase (if so elected) within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the Termination Event, which notice shall specify a date (the “Repurchase Date”) within sixty (60) days after delivery of terminationsuch notice in which the Repurchase shall be effected. At On the ClosingRepurchase Date, the Optionee Management Investor shall deliver, or cause to be delivered, surrender to the Company any certificates representing the Preferred Stock being purchased, free and clear of all Liens, together with a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powerspower for the transfer of such Preferred Stock to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Management Investor or any Transferees, against payment the Company or its assignee or assignees shall deliver to him, her or them a check for the per share purchase price for the shares of Preferred Stock being purchased, provided, however, that the Company may pay such purchase price for such shares by offsetting and canceling any indebtedness then owed by the Management Investor to the Company or any of its subsidiaries. For the purchase price therefor in accordance with the terms purposes of this Section 7. In 4.10, “fair market value” means the event that per share value of a share of Preferred Stock as determined in good faith by the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion Board of such Unvested Shares in accordance with Directors of the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementCompany.

Repurchase Right. In (a) If, at any time prior to the event of Maturity Date there shall occur a Termination for any reason or for no reasonDesignated Event, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company then each Debenture holder shall have the right, at such holder's option, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 714.2, to require the Company shall become legally obligated to repurchase from the Optioneeall of such holder's Debentures, and the Optionee shall become legally obligated to sell to the Company, at the Closing or any portion thereof (as such term is defined belowin principal amounts of $1,000 or integral multiples thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased repurchase date fixed by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later that is not less than sixty (60) 30 days nor more than 45 days after the date of terminationthe Company Notice (as defined in Section 14.3 below) of such Designated Event (or, if such 45th day is not a Business Day, the next succeeding Business Day). The repurchase price shall be equal to 100% of the principal amount of Debentures, together with accrued interest, if any, to, but excluding, the repurchase date (the "Repurchase Price"); provided that if such repurchase date is March 1 or September 1, then the interest payable on such date shall be paid to the holder of record of the Debenture on the next preceding February 15 or August 15, respectively. At the Closingoption of any holder of Debentures exercising its right to repurchase its Debentures pursuant to this Section 14.1(a) upon a Designated Event, such holder's Debentures may not be repurchased if there has occurred and is continuing an Event of Default, other than a default in the payment of the Repurchase Price with respect to such 44 Debentures on the repurchase date. At the option of the Company, the Optionee shall deliverRepurchase Price may be paid in cash or, or cause to be delivered, subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with Section 14.2, by delivery of shares of Common Stock having a fair market value equal to the terms Repurchase Price as described in Section 14.2(a). Whenever in this Indenture there is a reference, in any context, to the principal of any Debenture as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Debenture to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafter, be treated as Vested Shares that for all the purposes of this AgreementArticle IV, such reference shall be deemed to include reference to the Repurchase Price only if the Repurchase Price is payable in cash.

Repurchase Right. (a) In the event Overstock fails to obtain a building permit and commence construction (which, for purposes of a Termination for any reason this Paragraph 22 shall be deemed to have occurred when Overstock has commenced the pouring of foundations) on an office building containing at least Two Hundred Twenty Thousand (220,000) square feet or for no reasonparking structure, regardless of whether such Termination containing One Thousand (1,000) parking stalls on the Property, on or before that date which is effected by voluntary resignation by twenty-four (24) months from the OptioneeClosing Date (the “Groundbreaking Deadline”), by the Company, by virtue of the Optionee’s death, or otherwise, the Company Arbor Xxxxxxx shall have the right, but not one time right (the obligation, “Repurchase Right”) to repurchase all or any number the Property by paying to Overstock the Repurchase Payment (as hereinafter defined). Arbor Xxxxxxx shall give Overstock written notice of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject its intention to and exercise said right of repurchase in accordance with Paragraph 29 (the terms “Repurchase Notice”) within the earlier of this Section 7the period which is ninety (90) days after the Groundbreaking Deadline or the date Overstock actually obtains a building permit and commences the pouring of foundations for the office building or parking structure referred to above, otherwise the Repurchase Right granted herein shall be deemed to have been waived by Arbor Xxxxxxx and shall be of no further force or effect. The Company may exercise such repurchase right by delivering In the event the Repurchase Right is exercised in a timely manner, the “Repurchase Payment” shall be the amount equal to the Optioneegreater of (a) the Purchase Price, or (b) the then current Fair Market Value of the Property. In the event Arbor Xxxxxxx elects to exercise the Repurchase Right, the transaction shall close within thirty (30) 90 days following after the effective date of such Termination, a notice (the “Repurchase Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

Repurchase Right. In the event For a period of a Termination for any reason or for no reasonfive (5) years commencing in fiscal 1998, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue if (i) gross annual sales of the Optionee’s death, or otherwiseCritical Products and any New Products (as defined in Schedule 2 to the Contingent Stock Agreement) (the Critical Products and any New Products collectively, the Company shall have "Critical Line of Business") less all refunds ("Gross Sales") are less than $750,000 (the right, but not the obligation, "Sales Target") in any two consecutive fiscal years or (ii) MicroTel or its affiliates desire to repurchase transfer for consideration all or any number part of the then Unvested Shares that are issued Technology to any third party; MicroTel must offer to sell the Critical Products, any New Products and outstanding and owned the Technology to the Employees still employed by it or held by its affiliates (the Optionee, subject "Remaining Employees") pursuant to and in accordance with the terms of this Section 7Article. FAILURE TO MEET SALES TARGET. Within 105 days of the end of MicroTel's fiscal year, MicroTel shall give to the Remaining Employees by registered or certified mail the Gross Sales together with appropriate backup for such calculation. Upon receipt of such calculation, if the Gross Sales have failed to meet the Sales Target for the second consecutive fiscal year, the Remaining Employees shall have 45 days to give notice to MicroTel by registered or certified mail of their intent to value the Critical Line of Business (the "Appraisal Request"). Within 20 days of MicroTel's receipt of the Appraisal Request, the Remaining Employees and MicroTel shall each select an independent certified appraiser at their own cost and expense who, within 20 days of their selection, shall value the Critical Line of Business. The Company may exercise average of the appraisals shall be the price for the Remaining Employees to purchase the Critical Line of Business (the "Purchase Price"). The Remaining Employees shall have thirty days following determination of the Purchase Price to elect to purchase the Critical Line of Business at the Purchase Price by giving notice of such repurchase right intent to MicroTel. Thereafter, MicroTel and the Remaining Employees shall utilize reasonable best efforts to consummate the purchase of the Critical Line of Business as quickly as possible. The Remaining Employees shall be able to issue a promissory note in favor of MicroTel for 50% of the Purchase Price. Said note shall bear interest at the prime rate, be secured by delivering the Critical Line of Business and have a maturity of not more than five years. PROPOSED SALE TO THIRD PARTY. If, at any time during the period ending five years from the date of this Agreement, MicroTel desires to dispose of the Technology or Critical Products or enter into any transaction the result of which would be that MicroTel no longer owned the Technology or the Critical Products pursuant to a bona fide offer made by an unaffiliated third party, MicroTel shall give notice of the proposed sale to the OptioneeRemaining Employees by registered or certified mail. The notice shall identify the entity to whom the transfer is to be made together with a copy of the offer containing all of the terms and conditions, within thirty including price, of the intended disposition. The Remaining Employees, for forty-five (3045) days following after receipt of said notice, shall have the effective date of such Termination, a notice (option to purchase the “Notice”) of Technology or the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereonCritical Products. The purchase price per share for all the transfer of the Unvested Shares repurchased by Technology or the Company Critical Products pursuant to this Section 7 section shall be the purchase price originally paid by the Optionee at which MicroTel or its affiliate proposes to the Company for each dispose of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date asset as the Company shall specify described in the Notice, but notice referred to in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementsection.

Repurchase Right. In (a) Subject to Section 4.1(b), and subject further to any provisions to the event contrary contained in the Option Agreement (or any other agreement) of any Non-Apollo Holder, from and after a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwiseRepurchase Event, the Company shall have the right, but not the obligation, to repurchase all or any number portion of the then Unvested Shares that are issued and outstanding and owned or Equity Securities held by such Non-Apollo Holder (including any Equity Securities received upon a distribution from any deferred compensation plan or other Equity Incentive Plan or any Equity Securities issuable upon exercise of any option, warrant or similar equity-linked Security of the Optionee, subject to and Company held by such Non-Apollo Holder) (the “Repurchased Shares”) in accordance with the terms of this Section 74.1 (the “Repurchase Right”), in each case, at a price (the “Repurchase Price”) equal to “fair market value” (as determined in accordance with Section 4.1(e)). The Company may exercise its Repurchase Right by written notice (a “Repurchase Notice”) delivered to such repurchase right Non-Apollo Holder within six (6) months after the Repurchase Event; provided, however, that with respect to any Repurchased Shares acquired by a Non-Apollo Holder after such Repurchase Event (whether by exercise of any option, warrant or similar equity-linked Security of the Company, or distribution of shares from any deferred compensation plan, other Equity Incentive Plan or otherwise), the Company may exercise its Repurchase Right by delivering a Repurchase Notice to such Non-Apollo Holder within six (6) months after its acquisition of such Repurchased Shares (each date on which any such purchase of the OptioneeRepurchased Shares is consummated, within the “Repurchase Date”). The determination date for purposes of determining the fair market value of the Repurchased Shares shall be the Repurchase Date. Subject to Section 4.3, the Repurchase Date with respect to any sale and repurchase of Repurchased Shares shall take place on the later of: (i) the date specified by the Company, which shall in no event be later than thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Repurchase Notice, and (ii) ten (10) days following the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase receipt by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time necessary governmental and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementother approvals.

Repurchase Right. In Executive and the event Company agree that the ---------------- Company shall be permitted to purchase from Executive up to 173,333 shares (subject to adjustment for stock splits, dividends, recapitalizations and the like) of the Company's Common Stock owned by Executive on the date hereof (the "Shares") at the Fair Market Value thereof if at any time during the Employment Term Executive terminates this Employment Agreement pursuant to Section 4.1(iv) hereof (voluntary departure without Good Reason) (the "Repurchase Right"). The Repurchase Right shall lapse with respect to 1/26th of the Shares at the end of each month of the Employment Term; provided, however, that the Repurchase Right shall lapse with respect to all of the Shares (a) immediately prior to an initial public offering of the Company or the acquisition of the Company in a Termination Corporate Transaction (as defined in Section 11.3.1 of the Plan), or (b) upon termination of this Employment Agreement pursuant to Sections 4.1(i) (death) or 4.1(ii) (disability) or 4.1(v) (by Executive for any reason or for no reason, regardless of whether such Termination is effected Good Reason). The Repurchase Right shall be exercisable by voluntary resignation written notice delivered by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following after Executive's termination of employment pursuant to Section 4.1(iv). The notice shall indicate the effective date of such Termination, a notice (set for the “Notice”) closing of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereuponwhich shall not be more than ten (10) business days after the end of the thirty (30)-day exercise period, subject to and at the provisions of this Section 7, closing the Company shall become legally obligated to repurchase from pay the Optioneepurchase price of the repurchased shares in cash, and the Optionee Executive shall become legally obligated to sell to concurrently deliver the stock certificates for the repurchased shares, each duly-endorsed by him for transfer. If the Repurchase Right is not exercised during such thirty (30)-day exercise period, the Repurchase Right shall lapse in its entirety. The Repurchase Right shall be assignable by the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

Repurchase Right. In the event of (a) If, at any time prior to July 1, 2005 there shall occur a Termination for any reason or for no reasonDesignated Event, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company then each Holder shall have the rightright (the "Repurchase Right"), at such Holder's option, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 711.2, to require the Company shall become legally obligated to repurchase from the Optioneeall of such Holder's Securities, and the Optionee shall become legally obligated to sell to the Company, at the Closing or any portion thereof (as such term is defined belowin principal amounts of $1,000 or integral multiples thereof), on the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased repurchase date fixed by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later that is not less than sixty (60) 30 days nor more than 45 days after the date of terminationthe Company Notice (as defined in Section 11.3 below) of such Designated Event (or, if such 45th day is not a Business Day, the next succeeding Business Day). The repurchase price shall be equal to 100% of the principal amount of Securities, together with accrued interest, if any, to, but excluding, the repurchase date (the "Repurchase Price"); provided that if such repurchase date is January 1 or July 1, then the interest payable on such date shall be paid to the holder of record of the Securities on the next preceding December 15 or June 15, respectively. At the Closingoption of the Company, the Optionee shall deliverRepurchase Price may be paid in cash or, or cause to be delivered, subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with Section 11.2, by delivery of shares of Common Stock having a fair market value equal to the terms Repurchase Price as described in Section 11.2(a). Whenever in this Indenture there is a reference in any context, to the principal of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect of such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafter, be treated as Vested Shares that for all the purposes of this AgreementArticle 13, such reference -------- ------- shall be deemed to include reference to the Repurchase Price only if the Repurchase Price is payable in cash.

Repurchase Right. In the event of If (i) a Termination for any reason or for no reasonMaterial Downgrade occurs, regardless of whether such Termination (ii) a Charge-Off Notice is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, delivered to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and Seller Parent in accordance with Section 6.7(c)(ii), or (iii) Buyer proposes selling a Defaulted Covered Asset (in each case that has not already be subject to the terms repurchase right set forth in this Section 6.7(d)) at a price that would result in an indemnification claim for Actual Credit Losses (in which case, the Buyer shall provide Seller Parent with notice of such proposed sale, which notice shall include the price for such proposed sale and the resulting Actual Credit Losses that would result therefrom), then in lieu of making an indemnity payment for Actual Credit Loss, Seller Parent may, within 10 Business Days from the date of receipt of such notice (the “Exercise Period”), provide written notice to Buyer of its intention to exercise its right to repurchase such Defaulted Covered Asset at a price equal to the then-current Net Investment in Receivables with respect to such Covered Asset (including any remaining valuation adjustment resulting from purchase accounting but excluding any accrued but unpaid late charges and fees that would have the effect of increasing the calculation of Net Investment in Receivables). At its election, Seller Parent may cause Covered Assets repurchased by any Seller or Seller Parent to continue to be serviced and worked out by Buyer at market rates as charged by on-the-run equipment finance asset-backed securitization issuers. In the case of clause (iii) of this Section 7. The Company may exercise 6.7(d), if Seller Parent does not notify Buyer of its intent to repurchase such repurchase right by delivering to Defaulted Covered Asset before the Optioneeexpiration of the Exercise Period, Buyer may, during the subsequent seventy-five (75)-day period, sell the applicable Defaulted Covered Asset and shall provide Seller with an Actual Credit Loss Indemnification Notice in the amount of the Actual Credit Loss resulting from such sale, and Seller shall make payment of such amount within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementreceipt thereof.

Repurchase Right. In Notwithstanding any other provisions of this Warrant, effective one year after the date on which Penn Octane Corporation has paid in full the outstanding principal balance of and accrued interest on the notes issued pursuant to the amendment dated December 21, 2000 and the new notes dated January 31, 2001 (the "Trigger Date"), the Partnership may, in the event that after the Trigger Date the per share closing price of a Termination the Partnership's common units, as reported on the NASDAQ Stock Market or such other principal market in which the Partnership's common units may then be quoted, exceeds $____ for any reason or for no reasonperiod of twenty (20) consecutive trading days (a "Relevant Trading Period"), regardless of whether such Termination is effected by voluntary resignation by upon not less than thirty (30) days' notice (a "Warrant Repurchase Exercise Notice") in writing to the OptioneeHolder pursuant to Xxxxxxx 0, by the Company, by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase xxxxxxxxxx all or any number portion of the then Unvested Shares that are issued this Warrant at a purchase price equal to $.10 per common unit covered hereby, such purchase price to be equitably and outstanding and owned or held proportionally adjusted (as determined solely by the OptioneePartnership, subject acting in good faith) each time the Exercise Price is adjusted pursuant to and Section 3 hereof. During such thirty (30) day period, the Holder may exercise such Warrants or a portion thereof in accordance with the terms of this Section 7hereof. The Company may exercise closing of such repurchase right by delivering to shall occur on the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Companydate, at the Closing (time and at the place set forth in such Warrant Repurchase Exercise Notice or at such other time, date or place as such term is defined below), shall be agreed upon by the number of Unvested Shares referred to in the Notice, Partnership and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of terminationHolder. At the Closing, the Optionee shall deliver, or cause to be delivered, unless and except to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment extent that this Warrant has been exercised by the Company of Holder during such thirty (30) day period, the Partnership shall deliver to the Holder an amount equal to the purchase price therefor in accordance with immediately available funds and the terms Holder will deliver this Warrant to the Partnership for cancellation. To the extent any repurchase hereunder is of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, less than all of such Unvested Shares the rights represented by this Warrant, the Partnership will deliver to the Holder a new Warrant covering the rights not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreementpurchased.

Repurchase Right. In At the event first to occur of a Termination (i) the Executive’s termination of employment by the Company without Cause or by the Executive for any reason or for no reasonGood Reason, and (ii) the fifth anniversary of the Closing Date regardless of whether such Termination the Executive is effected by voluntary resignation employed by the OptioneeCompany on such date (the “Repurchase Date”), the Executive (or, for purposes of this Section 8(c)(ii), his heirs, executors or administrators) may require the Company to purchase for cash some or all of his Company Equity (the “Repurchase Right”); provided, however, that such Repurchase Right may not be exercised following the delivery of a Drag-Along Notice (as defined in Exhibit III hereto) and while the transaction giving rise to the Drag-Along Notice is pending with respect to the portion of the Company Equity that is subject to such Drag-Along Notice; provided, further, that upon (A) a sale (by merger or otherwise) of all of the capital stock of the Company or Holdings or (B) a sale of all or substantially all of the assets of the Company, the Repurchase Right shall be assumed by virtue the Parent and the Company shall have no further obligation in respect thereof. Within 30 calendar days after the Repurchase Date, the Executive shall provide the Company with 30 calendar days advance written notice of his exercise of the Optionee’s death, Repurchase Right (the “Repurchase Notice”); provided that if the Company has not received the Repurchase Notice on or otherwisebefore the 20th day after the Repurchase Date, the Company shall have send the right, but not Executive written notice advising the obligation, to repurchase all or any number Executive of the then Unvested Shares that are issued date the Repurchase Right will expire if unexercised and outstanding and owned or held by such Repurchase Right shall not expire until ten days after the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date giving of such Terminationnotice. In addition, a notice (as soon as practicable after the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7Repurchase Date, the Company shall become legally obligated send the Executive a written notice stating whether or not any circumstance described in Section 8(d) below exists that may delay the Company’s ability to repurchase from satisfy the Optionee, Repurchase Right and the Optionee shall become legally obligated to sell reasons for any such possible delay. Notwithstanding anything to the Company, at the Closing (as such term is defined below)contrary, the number of Unvested Shares referred to in the Notice, and the Company Repurchase Right shall not be required after delivery of apply in connection with or following an IPO and shall terminate upon an IPO. On the Notice to treat the Optionee as owner of the Unvested Shares referred to in the NoticeRepurchase Date, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased Company Equity held by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and Executive on such date as will become fully vested and, with respect to all Options, exercisable. No later than 30 days following delivery by the Executive of the Repurchase Notice, the Company shall specify will purchase for cash the Company Equity subject to the Repurchase Right in the Notice, but in three substantially equal parts: one-third no event later than sixty 30 days following delivery by the Executive of the Repurchase Notice (60“Tranche 1”), one-third on the first anniversary of such Repurchase Date (“Tranche 2”) days after and one-third on the date second anniversary of termination. At the Closing, Repurchase Date (“Tranche 3”) and the Optionee shall deliver, or cause to be delivered, amount due to the Company a certificate or certificates evidencing the number of Unvested Shares to Executive will be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated determined as Vested Shares for all purposes of this Agreement.follows:

Repurchase Right. In If this Agreement terminates after Closing as a result of Developer’s failure to comply with the event Schedule of a Termination for any reason or for no reason, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, Performance or otherwise, the Company then City shall have the right, but not the obligation, right to repurchase all or any number portion of the then Unvested Shares that are issued and outstanding and owned or held Property at a price equal to the portion of the Purchase Price allocated to the Parcel being repurchased as shown on Exhibit F increased by the Optioneechange between the CPI published for the month immediately preceding the Closing Date and the CPI published for the month preceding City’s written notice of repurchase (but not more than 2% per year and not less than the original Purchase Price paid by Developer for such Parcel), and reduced by the balance of any liens created by, or as a result of the acts of, Developer on the Parcel being repurchased as of the date of the repurchase, and any other amounts City must pay to obtain free and clear title subject to no liens or encumbrances (including real and in accordance with personal property taxes) placed on the terms of Parcel after Closing (but not including any liens for assessments not yet due). Such right must be exercised by giving written notice within 12 months after the date this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to Agreement is terminated; if City does not exercise its repurchase right under this Section 7rights with regard to such Parcel within said 12-month period, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, Parcel shall not be subject to the provisions repurchase rights of this Section 7City and City shall execute and deliver to Developer a quit claim deed or other document reasonably required to clear title to the Parcel. If City does exercise its repurchase rights, the Company Parties shall become legally obligated follow the procedures outlined in Section 3 as nearly as possible with regard to the original conveyance of the Property, with City being substituted for Developer where applicable. While City’s repurchase rights remain in effect with respect to a Parcel, without City’s prior written consent, Developer shall not allow any encumbrance or lien to be created on or attached to the Parcel, whether by voluntary act of Developer or otherwise. City shall not unreasonably withhold its consent to any such financing or encumbrance if Developer submits to City an affidavit from Developer and its lender that (i) all funds advanced will be used solely and absolutely for the acquisition, development and improvement of the Parcel and for no other purpose whatsoever, (ii) the amount of such financing does not exceed 80% of the lesser of the Purchase Price or the appraised value of the Parcel with the Improvements being financed, established by an appraisal performed at Developer’s cost by an independent qualified appraiser with not less than 10 years of experience valuing similar properties in the City of Tempe. Developer shall be and remain liable to City, and hereby agrees to defend, indemnify and hold harmless City, its Council members, officers, employees, and agents from any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, all costs, expenses and fees, including, without limitation, reasonable attorney’s fees and costs of defense arising, directly or indirectly, in whole or in part, out of the reversion of title to City (and including without limitation any payments made by City to a lender), but not including the balance of any liens on the Parcel being repurchased for which the repurchase price was reduced as contemplated in the preceding paragraph; if Developer makes any payment to City under the foregoing indemnity provision before a Parcel is resold following the reversion, City agrees to reimburse Developer the amounts so paid from the Optionee, and the Optionee shall become legally obligated to sell proceeds of such resale to the Companyextent the proceeds exceed City’s costs, at expenses, charges and fees incurred in connection with the Closing (as reversion. As part of any such term is defined below)repurchase, the number Developer shall assign to City all of Unvested Shares referred Developer’s right, title and interest, if any, in and to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote all Reports performed on Developer’s behalf with regard to the Optionee with respect thereto or Parcel (to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 extent assignable) and City shall be the purchase price originally paid by the Optionee entitled to the Company for each use them without any obligation or liability to Developer. Developer shall execute and deliver to City such documents and instruments, including bills of sale and assignments, as are necessary to fully vest title to such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be deliveredReports, to the Company extent Developer owns a certificate transferrable or certificates evidencing the number of Unvested Shares to be repurchasedassignable interest, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this AgreementCity.

Repurchase Right. In the event that a Change of Control or a Termination for any reason or for no reasonof Trading (each a "Designated Event") shall occur, regardless of whether such Termination is effected by voluntary resignation by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company each Holder shall have the rightright (the "Repurchase Right"), at the Holder's option, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 711.2, to require the Company to repurchase, and upon the exercise of such right the Company shall become legally obligated repurchase, all of such Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to any integral multiple of $1,000 (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase from the Optionee, and the Optionee shall become legally obligated is equal to sell to the Company, at the Closing (as such term is defined belowan integral multiple of $1,000), on the number of Unvested Shares referred to date specified in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment given pursuant to Section 11 hereof), payable, at the election of the Company, 11.3 in cash or through the cancellation of indebtedness. The closing connection with such Designated Event (the “Closing’’"Repurchase Date") of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in that is no event earlier than 30 days nor later than sixty (60) 45 days after the date of termination. At such Company Notice at a purchase price equal to 100% of the Closingprincipal amount of the Securities to be repurchased (the "Repurchase Price"), plus, subject to Section 2.1(e), interest (including Additional Amounts, if any) accrued and unpaid to, but excluding, the Optionee Repurchase Date; provided, however, that installments of interest on Securities whose Stated Maturity is prior to or on the Repurchase Date shall deliverbe payable to the Holders of such Securities, or cause one or more Predecessor Securities, registered as such on the relevant Record Date according to be delivered, their terms and the provisions of Section 2.1. Subject to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment fulfillment by the Company of the purchase price therefor conditions set forth in accordance with Section 11.2, in the terms event of a Change of Control the Company may elect to pay the Repurchase Price by delivering a number of shares of Common Stock equal to (i) the Repurchase Price divided by (ii) 95% of the average of the Trading Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Repurchase Date. Whenever in this Indenture (including Sections 2.2, 4.1(a) and 4.7) or Exhibit A annexed hereto there is a reference, in any context, to the principal --------- of any Security as of any time, such reference shall be deemed to include reference to the Repurchase Price payable in respect to such Security to the extent that such Repurchase Price is, was or would be so payable at such time, and express mention of the Repurchase Price in any provision of this Section 7. In Indenture shall not be construed as excluding the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares Repurchase Price in accordance with the those provisions of this Section 7Indenture when such express mention is not made; provided, all of such Unvested Shares not so repurchased shallhowever, thereafterthat, be treated as Vested Shares for all the purposes of this AgreementArticle 13, such reference shall be deemed to include reference to the Repurchase Price only to the extent the Repurchase Price is payable in cash.

Repurchase Right. In Executive and the event Company agree that the ---------------- Company shall be permitted to purchase from Executive up to 500,000 shares (subject to adjustment for stock splits, dividends, recapitalizations and the like) of the Company's Common Stock owned by Executive on the date hereof (the "Shares") at the Fair Market Value thereof if at any time during the Employment Term Executive terminates this Employment Agreement pursuant to Section 4.1(iv) hereof (voluntary departure without Good Reason) (the "Repurchase Right"). The Repurchase Right shall lapse with respect to 1/30th of the Shares at the end of each month of the Employment Term; provided, however, that the Repurchase Right shall lapse with respect to all of the Shares (a) immediately prior to an initial public offering of the Company or the acquisition of the Company in a Termination Corporate Transaction (as defined in Section 11.3.1 of the Plan), (b) upon termination of this Employment Agreement pursuant to Sections 4.1(i) (death), 4.1(ii) (disability) or 4.1(v) (by Executive for any reason Good Reason), or for no reason(c) upon the Company hiring a technology officer with a title, regardless duties and responsibilities senior to those of whether such Termination is effected Executive. The Repurchase Right shall be exercisable by voluntary resignation written notice delivered by the Optionee, by the Company, by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following after Executive's termination of employment pursuant to Section 4.1(iv). The notice shall indicate the effective date of such Termination, a notice (set for the “Notice”) closing of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereuponwhich shall not be more than ten (10) business days after the end of the thirty (30)-day exercise period, subject to and at the provisions of this Section 7, closing the Company shall become legally obligated to repurchase from pay the Optioneepurchase price of the repurchased shares in cash, and the Optionee Executive shall become legally obligated to sell to concurrently deliver the stock certificates for the repurchased shares, each duly-endorsed by him for transfer. If the Repurchase Right is not exercised during such thirty (30)-day exercise period, the Repurchase Right shall lapse in its entirety. The Repurchase Right shall be assignable by the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section 11 hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing’’) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of termination. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.