Common use of Repurchase Clause in Contracts

Repurchase. (a) Subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) below, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) to the Company, and the Company hereby agrees to purchase such Repurchase Shares from the Seller at the Aggregate Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company to purchase the Repurchase Shares shall be subject to the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereof. (d) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering at the offices of the Company’s U.S. subsidiary in Attleboro, Massachusetts, or at such other time and place as may be agreed upon by the Company and the Seller. At the Closing, the Seller and the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price by wire transfer of immediately available funds.

Repurchase. (a) Subject At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs paragraph 1(b) and 1(c) below), the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% one million (1,000,000) shares of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase Common Stock (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) to the Company, and the The Company hereby agrees to purchase such Repurchase Shares from the Seller at the Aggregate Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company to purchase the Repurchase Shares shall be subject to the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) to be dated no later than 6 three business days from the date hereof. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon on the same day as the closing of the Public Offering at the offices of the Company’s U.S. subsidiary in AttleboroBass, Massachusetts▇▇▇▇▇ & ▇▇▇▇ PLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Seller. At the Closing, the Seller and shall deliver to the Company shall effectuate Company, or as otherwise instructed by the sale and transfer of the Repurchase Shares by Company, a duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a executed stock power) as the Company may reasonably request power relating to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Seller, by wire transfer of immediately available funds, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares.

Repurchase. (a) Subject to the satisfaction terms and conditions of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) Selling Stockholder shall sell to the Company, and the Company hereby agrees to purchase such Repurchase Shares shall purchase, acquire and accept from the Seller at Selling Stockholder shares of Common Stock equal to approximately $200 million as calculated using the Per Share Purchase Price provided that the number of 144 Shares sold in the Rule 144 Sale multiplied by the Per Share Purchase Price (the “Aggregate Purchase Sale Price”) equals $600 million or more. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the consummation, at or prior to the Closing, of the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereofRule 144 Sale. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of the Company’s U.S. subsidiary in AttleboroM▇▇▇▇▇, Massachusetts▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds that the Selling Stockholder shall designate in writing at least two business days prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Aggregate Purchase Price”).

Repurchase. (a) Subject to the satisfaction terms and conditions of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) Selling Stockholder shall sell to the Company, and the Company hereby agrees to purchase such Repurchase Shares shall purchase, acquire and accept from the Seller at Selling Stockholder, shares of Common Stock (the Aggregate “Repurchase Shares”) equal to approximately $250 million as calculated using the Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the consummation, at or prior to the Closing, of the closing of the Public Offering purchase and sale of the Offered Shares pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereof. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place at the same time and upon the same day as the closing of the Public Offering purchase and sale of the Offered Shares pursuant to the Underwriting Agreement and shall occur at the offices of the Company’s U.S. subsidiary in Attleboro▇▇▇▇▇▇, Massachusetts▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds that the Selling Stockholder shall designate in writing at least two business days prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Aggregate Purchase Price”).

Repurchase. (a) Subject to the satisfaction of the conditions Each Holder hereby agrees, severally and to the terms set forth in paragraphs 1(b) and 1(c) belownot jointly, the Seller hereby agrees to transfer, assign, sell, and convey and deliver to the Company 100% of its his right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) to the Companyopposite such Holder’s name on Schedule I hereto, and the Company hereby agrees to purchase such from each Holder, the Repurchase Shares from at a price per share equal to the Seller at the Aggregate Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company to purchase the Repurchase Shares shall be subject to and conditioned upon the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereof. (dc) The closing Subject to satisfaction or waiver of the conditions set forth herein, the closing(s) of the sale of the Repurchase Shares by a Holder to the Company (the each a “Closing”) shall take place upon the same day as soon as practicable following the closing of the Public Offering sale of the Underwritten Shares, at the offices of the Company’s U.S. subsidiary in AttleboroBlank Rome, MassachusettsLLP, One L▇▇▇▇ Square, Philadelphia, PA, or at such other time and place (or electronically via fax or email of documents) as may be agreed upon by the Company and each Holder (each such date, the Seller“Closing Date”). At the Closing, the Seller and each Holder shall deliver to the Company shall effectuate or as instructed by the sale and transfer of the Company duly executed stock powers relating to those Repurchase Shares being sold by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase SharesHolder, and the Company agrees to deliver to the Seller the Aggregate Purchase Price each such Holder by wire transfer in accordance with written instructions to be provided by the Holders prior to the Closing of immediately available fundsfunds equal to the Purchase Price multiplied by the number of Repurchase Shares being sold by such Holder. (d) The Holders each agree to pay all stamp, stock transfer and similar duties, if any, in connection with the Repurchase of his Repurchase Shares. (e) At the Closing, the certificates representing the Repurchase Shares will be cancelled.

Repurchase. (a) Subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) below, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 5,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that sold by the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program)million, the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) to the Company, and the Company hereby agrees to purchase such Repurchase Shares from the Seller at the Aggregate Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company to purchase the Repurchase Shares shall be subject to the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereof. (d) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering at the offices of the Company’s U.S. subsidiary in Attleboro, Massachusetts, or at such other time and place as may be agreed upon by the Company and the Seller. At the Closing, the Seller and the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price by wire transfer of immediately available funds.

Repurchase. (a) Subject to the satisfaction terms and conditions of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) Selling Stockholder shall sell to the Company, and the Company hereby agrees to purchase such Repurchase Shares shall purchase, acquire and accept from the Seller Selling Stockholder, shares of Common Stock (the “Repurchase Shares”) equal to an aggregate purchase price of approximately (i) $250 million if the total amount sold pursuant to the Rule 144 Sale and the Repurchase (the “Aggregate Sale Price”) equals $500 million or more, or (ii) approximately $125 million if the Aggregate Sale Price is less than $500 million, and, in the case of either (i) or (ii), at the Aggregate Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the consummation, at or prior to the Closing, of the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereofRule 144 Sale. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of the Company’s U.S. subsidiary in Attleboro▇▇▇▇▇▇, Massachusetts▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds that the Selling Stockholder shall designate in writing at least one business day prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Aggregate Purchase Price”).

Repurchase. (a) Subject to the satisfaction terms and conditions of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) Selling Stockholder shall sell to the Company, and the Company hereby agrees to purchase such Repurchase Shares shall purchase, acquire and accept from the Seller Selling Stockholder, shares of Common Stock (the “Repurchase Shares”) equal to an aggregate purchase price of approximately (i) $100 million if the Per Share Purchase Price is equal to or less than 97% of the closing price on the New York Stock Exchange of the Common Stock on the date hereof or (ii) $50 million if the Per Share Purchase Price is greater than 97% of the closing price on the New York Stock Exchange of the Common Stock on the date hereof, with such number of shares of Common Stock to be rounded up to the nearest whole number, and, in the case of either (i) or (ii), at the Aggregate Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the consummation, at or prior to the Closing, of the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereofRule 144 Sale. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of the Company’s U.S. subsidiary in AttleboroM▇▇▇▇▇, Massachusetts▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, 2▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds that the Selling Stockholder shall designate in writing at least two business days prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Aggregate Purchase Price”).

Repurchase. (a) Subject to the satisfaction of the conditions and to the terms set forth in paragraphs paragraph 1(b) and 1(c) below, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a the number of whole shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”) equal to $100,000,000 divided by the Per Share Purchase Price for consideration equal to the number of Repurchase Shares multiplied by the Per Share Purchase Price (the “Aggregate Purchase Price”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) to the Company, and the Company hereby agrees to purchase such Repurchase Shares from the Seller at the Aggregate Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company to purchase and the Seller to sell the Repurchase Shares shall be subject to the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 15 business days from the date hereof. (d) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering at the offices of the Company’s U.S. subsidiary Company in AttleboroBoise, MassachusettsIdaho, or at such other time and place as may be agreed upon by the Company and the Seller. At the Closing, the Seller and shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares or such person as instructed by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request a duly executed stock power relating to effect the purchase, sale and transfer of the Repurchase Shares, as applicable, and the Company agrees to deliver to the Seller the Aggregate Purchase Price by wire transfer of immediately available funds.

Repurchase. (a) Subject to the satisfaction terms and conditions of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) Selling Stockholder shall sell to the Company, and the Company hereby agrees to purchase such Repurchase Shares shall purchase, acquire and accept from the Seller Selling Stockholder, shares of Common Stock (the “Repurchase Shares”) equal to an aggregate purchase price of approximately (i) $250 million if the total amount sold pursuant to the Rule 144 Sale and the Repurchase (the “Aggregate Sale Price”) equals $500 million or more, or (ii) approximately $125 million if the Aggregate Sale Price is less than $500 million, and, in the case of either (i) or (ii), at the Aggregate Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the consummation, at or prior to the Closing, of the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereofRule 144 Sale. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of the Company’s U.S. subsidiary in AttleboroM▇▇▇▇▇, Massachusetts▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, 2▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds that the Selling Stockholder shall designate in writing at least one business day prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Aggregate Purchase Price”).

Repurchase. (a) Subject to the satisfaction terms and conditions of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) Selling Stockholder shall sell to the Company, and the Company hereby agrees to purchase such Repurchase Shares shall purchase, acquire and accept from the Seller at Selling Stockholder, shares of Common Stock (the Aggregate “Repurchase Shares”) equal to approximately $250 million as calculated using the Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the consummation, at or prior to the Closing, of the closing of the Public Offering purchase and sale of the Offered Shares pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereof. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place at the same time and upon the same day as the closing of the Public Offering purchase and sale of the Offered Shares pursuant to the Underwriting Agreement and shall occur at the offices of the Company’s U.S. subsidiary in AttleboroM▇▇▇▇▇, Massachusetts▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds that the Selling Stockholder shall designate in writing at least two business days prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Aggregate Purchase Price”).

Repurchase. (a) Subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowherein, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number Three Million (3,000,000) shares of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders Common Stock of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering $1.60 (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c)herein, the Seller hereby agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate that number of Repurchase Shares in accordance with the immediately preceding sentence) sentence to the Company, and the Company hereby agrees to purchase such Repurchase Shares from the Seller at the Aggregate Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice Subject to the Company prior to the issuance by the Company terms and conditions of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid bythis Agreement, the Company). (c) The obligations of the Company to purchase the Repurchase Shares shall be subject to the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereof. (d) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering on December 29, 2022 and at the offices of the Company’s U.S. subsidiary in Attleboro, Massachusetts, or at such other time and place as may be agreed upon by the Company and the Seller. At the Closing, the Seller and shall deliver to the Company shall effectuate (or as instructed by the sale and transfer of Company) a duly executed stock power relating to the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and initiate an electronic transfer of the Repurchase Sharessuch shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price by wire transfer of immediately available fundsfunds in accordance with written instructions to be provided by the Seller prior to the Closing.

Repurchase. (a) Subject to the satisfaction of the conditions Each Holder hereby agrees, severally and to the terms set forth in paragraphs 1(b) and 1(c) belownot jointly, the Seller hereby agrees to transfer, assign, sell, and convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) to the Companyopposite such Holder’s name on Schedule I hereto, and the Company hereby agrees to purchase such from each Holder, the Repurchase Shares from at a price per share equal to the Seller Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, if the Purchase Price is less than $5.17, the Holders may determine that the Purchase Price is not acceptable to the Holders in which event the Holders shall notify the Company on the pricing call that the Holders do not intend to sell the Repurchase Shares to the Company at the Aggregate Closing (as defined below). If the Holders do object to the Purchase Price, then neither the Holders nor the Company will have any further obligations to the other under this Agreement. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company to purchase the Repurchase Shares shall be subject to and conditioned upon the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller Company and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereof). (dc) The Subject to satisfaction or waiver of the conditions set forth herein, the closing of the sale of the Repurchase Shares (the “Closing”) to the Company shall take place upon the same day as immediately following the closing of the Public Offering sale of the Underwritten Shares, at the offices of the Company’s U.S. subsidiary in Attleboro▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Massachusetts▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇, or at such other time and place as may be agreed upon by the Company and Holders (the Seller“Closing Date”). At the Closing, the Seller and each Holder shall deliver to the Company shall effectuate or as instructed by the sale and transfer of the Company duly executed stock powers relating to those Repurchase Shares being sold by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase SharesHolder, and the Company agrees to deliver to the Seller the Aggregate Purchase Price each Holder by wire transfer in accordance with written instructions to be provided by the Holders prior to the Closing of immediately available fundsfunds equal to the Purchase Price multiplied by the number of Repurchase Shares being sold by such Holder. (d) The Holders each agree to pay all stamp, stock transfer and similar duties, if any, in connection with the Repurchase. (e) At the Closing, the certificates representing the Repurchase Shares will be cancelled and the Company will retire the Repurchase Shares.

Repurchase. (a) Subject to the satisfaction terms and conditions of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) Selling Stockholder shall sell to the Company, and the Company hereby agrees to purchase such Repurchase Shares shall purchase, acquire and accept from the Seller Selling Stockholder shares of Common Stock (the “Repurchase Shares”) equal to approximately (i) $100 million if the Per Share Purchase Price is equal to or less than 97% of the closing price on the New York Stock Exchange of the Common Stock on the date hereof or (ii) $50 million if the Per Share Purchase Price is greater than 97% of the closing price on the New York Stock Exchange of the Common Stock on the date hereof, with such number of shares of Common Stock to be rounded up to the nearest whole number, and, in the case of either (i) or (ii), at the Aggregate Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the consummation, at or prior to the Closing, of the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereofRule 144 Sale. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of the Company’s U.S. subsidiary in Attleboro▇▇▇▇▇▇, Massachusetts▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds that the Selling Stockholder shall designate in writing at least two business days prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Aggregate Purchase Price”).

Repurchase. (a) Subject to the satisfaction of the terms and conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowherein, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its rightagrees to purchase from the Seller, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price Shares at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole shareeach of such terms as set forth on Schedule A hereto. At the Closing (as defined below), subject to the satisfaction of the terms and conditions and to the terms set forth in paragraphs 1(b) and 1(c)herein, the Seller agrees to transfer, assign, sell, convey and deliver sell the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) to the Company, and the Company hereby agrees to purchase such the Repurchase Shares from the Seller at the Aggregate Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Seller to sell and the Company to purchase the Repurchase Shares shall be subject to conditioned upon each of: (i) the closing execution of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller Seller, any additional selling stockholder and the underwriters underwriter named therein related to the Public Offering (the “Underwriting Agreement”) within two business days after the date hereof; (ii) the closing of the Public Offering immediately prior to the Repurchase pursuant to the Underwriting Agreement no later than 6 ten business days from the date hereofof the Underwriting Agreement; and (iii) the Underwritten Shares in the Public Offering shall be no less than 2,500,000. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as occur immediately after the closing of the Public Offering at the offices of the Company’s U.S. subsidiary in Attleboro, MassachusettsOffering, or at such other time and or place after the Public Offering as may be agreed upon by the Company and the Seller. At the Closing, the Seller and shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares or as instructed by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request duly executed stock powers relating to effect the purchase, sale and transfer of the Repurchase Shares, as applicable, and the Company agrees to deliver to the Seller an aggregate dollar amount equal to the Aggregate product of the Per Share Purchase Price and the total number of Repurchase Shares by wire transfer of immediately available funds.

Repurchase. (a) Subject to the satisfaction terms and conditions of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) Selling Stockholder shall sell to the Company, and the Company hereby agrees to purchase such Repurchase Shares shall purchase, acquire and accept from the Seller Selling Stockholder, shares of Common Stock (the “Repurchase Shares”) equal to an aggregate purchase price of approximately (i) $100 million if the Per Share Purchase Price is equal to or less than 97% of the closing price on the New York Stock Exchange of the Common Stock on the date hereof or (ii) $50 million if the Per Share Purchase Price is greater than 97% of the closing price on the New York Stock Exchange of the Common Stock on the date hereof, with such number of shares of Common Stock to be rounded up to the nearest whole number, and, in the case of either (i) or (ii), at the Aggregate Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the consummation, at or prior to the Closing, of the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereofRule 144 Sale. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of the Company’s U.S. subsidiary in Attleboro▇▇▇▇▇▇, Massachusetts▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds that the Selling Stockholder shall designate in writing at least two business days prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Aggregate Purchase Price”).

Repurchase. (a) Subject On the terms and subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, at the Seller hereby agrees to transfer, assign, sell, convey and deliver to closing of the Company 100% of its right, title, and interest in and to a number of shares equal to Repurchase Transaction (the lesser of “Closing”), (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller Stockholder shall sell and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) transfer to the Company, and the Company hereby agrees shall purchase from Stockholder, at a purchase price per share equal to purchase such Repurchase Shares from the Seller at the Aggregate Purchase Price, such number of shares of Common Stock (rounded up to the nearest share) equal to (A) the quotient of (x) $150,000,000 divided by (y) the Purchase Price, multiplied by (B) 9.95% (the “Stockholder Repurchased Shares”). For the purposes of this Agreement, the “Purchase Price” shall be equal to the last per share closing price of the Common Stock on the New York Stock Exchange immediately prior to the execution of this Agreement. (ii) AIG shall sell and transfer to the Company, and the Company shall purchase from AIG, at a purchase price per share equal to the Purchase Price, such number of shares of Common Stock (rounded down to the nearest share) equal to (A) the quotient of (x) $150,000,000 divided by (y) the Purchase Price, minus (B) the number of Stockholder Repurchased Shares (the “AIG Repurchased Shares,” and together with the Stockholder Repurchased Shares, the “Repurchased Shares”). (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to In addition, the Company prior to the issuance and Stockholder acknowledge, agree and confirm that (i) Stockholder has previously acknowledged (and hereby confirms its consent to) open market and other repurchases by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would that result in a reduction in the aggregate Repurchase Shares delivered toStockholder owning, and aggregate Purchase Price to be paid byof record, the Company). (c) The obligations of the Company to purchase the Repurchase Shares shall be subject to the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later more than 6 business days from the date hereof. (d) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering at the offices 9.9% but less than 10% of the Company’s U.S. subsidiary then-outstanding Common Stock and (ii) in Attleboro, Massachusetts, or at connection with any such open market and/or other time and place as may be agreed upon repurchase by the Company and following the Seller. At the Closingdate hereof, the Seller and the Company shall effectuate (x) use its best efforts to monitor the sale ownership percentage of Stockholder and transfer (y) provide written confirmation to Stockholder that any such repurchase, on a pro forma basis, will not result in Stockholder owning, of record, 10% or more of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price by wire transfer of immediately available fundsCompany’s then-outstanding Common Stock.

Repurchase. (a) Subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowherein, each of the Seller Sellers hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its their right, title, and interest in and to a the number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase Common Stock set forth across from such Seller’s name on Schedule 1 (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering $121.00 (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) herein, each Seller, severally and 1(c)not jointly, the Seller hereby agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate that number of Repurchase Shares in accordance with the immediately preceding sentence) sentence to the Company, and the Company hereby agrees to purchase such Repurchase Shares from the such Seller at the Aggregate Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice Subject to the Company prior to the issuance by the Company terms and conditions of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid bythis Agreement, the Company). (c) The obligations of the Company to purchase the Repurchase Shares shall be subject to the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereof. (d) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering on June 12, 2018 and at the offices of the Company’s U.S. subsidiary in Attleboro, Massachusetts, or at such other time and place as may be agreed upon by the Company and the SellerSellers. At the Closing, the each Seller and shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares or as instructed by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request duly executed stock powers relating to effect the purchase, sale and transfer of the Repurchase Shares, as applicable, and the Company agrees to deliver to the Seller Sellers the Aggregate Purchase Price by wire transfer of immediately available fundsfunds in accordance with written instructions to be provided by the Sellers prior to the Closing.

Repurchase. (a) Subject to the satisfaction terms and conditions of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) Selling Stockholder shall sell to the Company, and the Company hereby agrees to purchase such Repurchase Shares shall purchase, acquire and accept from the Seller at Selling Stockholder, shares of Common Stock (the Aggregate “Repurchase Shares”) equal to an aggregate purchase price of approximately (i) if the Per Share Purchase Price is equal to the closing price of the Common Stock on the New York Stock Exchange on the date the Per Share Purchase Price is determined (the “Closing Price”), $50 million or (ii) if the Per Share Purchase Price is less than the Closing Price, $250 million, in each case divided by the Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the consummation, at or prior to the Closing, of the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereofRule 144 Sale. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of the Company’s U.S. subsidiary in AttleboroM▇▇▇▇▇, Massachusetts▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds that the Selling Stockholder shall designate in writing at least two business days prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Aggregate Purchase Price”).

Repurchase. (a) Subject to the satisfaction terms and conditions of this Agreement, at the conditions and Closing (as defined below), the Selling Shareholders shall sell to the terms set forth in paragraphs 1(b) Company, and 1(c) below, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% shall purchase, acquire and accept from the Selling Shareholders, an aggregate of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 7,256,367 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The ) for a purchase price per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering of $1.309 (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) to the Company, and the Company hereby agrees to purchase such Repurchase Shares from the Seller at the Aggregate Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company to purchase the Repurchase Shares shall be subject to the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereof. (d) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering at the offices of the Company’s U.S. subsidiary in Attleboro▇▇▇▇▇ ▇▇▇▇ &Wardwell LLP, Massachusetts▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, by telephonic meeting on such date or at such other time and place as may be agreed upon by the Company and the SellerSelling Shareholders. At the Closing, the Seller Selling Shareholders shall transfer to the Company all of their right, title and interest in the Repurchase Shares and instruct the Company and the Company shall effectuate registered office to update the sale and transfer Register of Members to reflect the repurchase of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Sharesaccordance with this Agreement, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Shareholders by wire transfer of immediately available fundsfunds that the Selling Shareholders shall designate in writing at least two business days prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Shareholders (the “Aggregate Purchase Price”). Any allocation (including designation of accounts) of the Aggregate Purchase Price among the Selling Shareholders shall be the sole responsibility of the Selling Shareholders and the Company shall be entitled to rely on any such allocations (including designation of accounts) and shall have no liability to any Selling Shareholders or other person for any payment made or other action taken in reliance on any such allocations (including designation of accounts).

Repurchase. (a) Subject to the satisfaction terms and conditions of this Agreement, at the conditions and Closing (as defined below), the Selling Stockholder shall sell to the terms set forth in paragraphs 1(b) Company, and 1(c) below, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its rightshall purchase, titleacquire and accept from the Selling Stockholder, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase Common Stock (the “Repurchase Shares”) equal to an aggregate purchase price of (i) if the number of Underwritten Shares sold by the Selling Stockholder in the Public Offering is greater than 10 million, $75 million or (ii) if the number of Underwritten Shares sold by the Selling Stockholder in the Public Offering is eight (8) million or more but no greater than 10 million, $60 million, in each case divided by the Per Share Purchase Price (as defined below), with such number of shares to be rounded up to the nearest whole number. The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller Selling Stockholder sells the Underwritten Shares to the underwriters underwriter in the Public Offering Offering, net of underwriting discounts and commissions (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) to the Company, and the Company hereby agrees to purchase such Repurchase Shares from the Seller at the Aggregate Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of the closing of the Public Offering pursuant to an in accordance with the terms and conditions of any underwriting or similar agreement by and among the Company, the Seller Selling Stockholder and the underwriters underwriter named therein (the “Underwriting Agreement”). In addition, the obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to, at or prior to the Closing, after giving effect to the Repurchase and the Public Offering, the Selling Stockholder ceasing to beneficially own (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) no later than 6 business days from shares of Common Stock representing 10% or more of the date hereoftotal voting power of the then outstanding Common Stock, after which the Director Nomination Agreement, dated August 6, 2019 (the “Director Nomination Agreement”), by and between BioScrip, Inc. and the Selling Stockholder shall automatically terminate in accordance with its terms. Pursuant to Section 1(b) of the Director Nomination Agreement, the foregoing will not shorten the term of any current Nominee (as such term is defined in the Director Nomination Agreement). (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering sale of the Underwritten Shares at the offices of the Company’s U.S. subsidiary in AttleboroK▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, Massachusetts6▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds to the account that the Selling Stockholder shall designate in writing at least two business days prior to the Closing Date an amount equal to the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Purchase Price”).

Repurchase. (a) Subject to the satisfaction terms and conditions of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) belowthis Agreement, the Seller hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title, and interest in and to a number of shares equal to the lesser of (i) 4,000,000 Ordinary Shares or (ii) 30% of the total number of Ordinary Shares that the Seller and the other shareholders of the Company desire to sell in the Public Offering and the Repurchase (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Seller sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). Notwithstanding the foregoing, in the event that the product of the Per Share Purchase Price and the aggregate number of Repurchase Shares (the “Aggregate Purchase Price”) is greater than $250.0 million (or such lesser amount then available under the Repurchase Program), the number of Repurchase Shares shall be reduced to be equal to (i) $250.0 million (or such lesser amount then available under the Repurchase Program) divided by (ii) the Per Share Purchase Price, rounded down to the nearest whole share. At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c), the Seller agrees to transfer, assign, sell, convey and deliver the Repurchase Shares (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence) Selling Stockholder shall sell to the Company, and the Company hereby agrees to purchase such Repurchase Shares shall purchase, acquire and accept from the Seller at Selling Stockholder, shares of Common Stock (the Aggregate “Repurchase Shares”) equal to an aggregate purchase price of approximately (i) if the Per Share Purchase Price is equal to the closing price of the Common Stock on the New York Stock Exchange on the date the Per Share Purchase Price is determined (the “Closing Price”), $50 million or (ii) if the Per Share Purchase Price is less than the Closing Price, $250 million, in each case divided by the Per Share Purchase Price. (b) The Seller may reduce the number of Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of a press release announcing the Public Offering (which, for purposes of clarity, would result in a reduction in the aggregate Repurchase Shares delivered to, and aggregate Purchase Price to be paid by, the Company). (c) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to the consummation, at or prior to the Closing, of the closing of the Public Offering pursuant to an underwriting agreement by and among the Company, the Seller and the underwriters named therein (the “Underwriting Agreement”) no later than 6 business days from the date hereofRule 144 Sale. (dc) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of the Company’s U.S. subsidiary in Attleboro▇▇▇▇▇▇, Massachusetts▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellerSelling Stockholder. At the Closing, the Seller and Selling Stockholder shall deliver to the Company shall effectuate the sale and transfer of the Repurchase Shares by duly executing and delivering a Dutch law deed of sale and transfer in customary form and the Seller shall execute and deliver such other agreements, certificates or documents (including a stock power) as the Company may reasonably request to effect the purchase, sale and transfer of the Repurchase Shares, and the Company agrees to deliver to the Seller the Aggregate Purchase Price Selling Stockholder by wire transfer of immediately available fundsfunds that the Selling Stockholder shall designate in writing at least two business days prior to the Closing the Per Share Purchase Price multiplied by the number of Repurchase Shares being sold by the Selling Stockholder (the “Aggregate Purchase Price”).