Common use of Repurchase Clause in Contracts

Repurchase. (a) At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.

Repurchase. (aIn the event any representation or warranty under Section 2.3(a) At the Closing (is not true and correct as defined below), subject to the satisfaction of the conditions and date specified therein with respect to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, any Receivable or Account and the Company hereby purchases from Buyer is, in connection therewith, required to purchase such Seller, the number of shares of Common Stock set forth opposite Receivable or all Receivables in such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal Account pursuant to the closing sale price or, if no closing sale price is reported, the last reported sale price, Section 2.4(c) of the shares of the Common Stock on the NYSE on March 10Pooling and Servicing Agreement, 2017 then, within 30 days (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place longer period as may be agreed upon to by the Company and Buyer) of the Sellers. At earlier to occur of the Closingdiscovery of any such event by a Seller or the Buyer, or receipt by either Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Company agrees applicable Seller shall repurchase the Receivable or Receivables, if any, of which the Buyer is required to deliver accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The applicable Seller shall purchase each of such Receivable by making a payment to the Sellers, by wire transfer of Buyer in immediately available funds, funds on the Business Day preceding the Distribution Date on which such reassignment is to an account designated occur in writing by each Seller, an amount equal to the product Purchase Price for such Receivable. Upon payment of the Per Share Purchase Price multiplied by Price, the aggregate number of Repurchase Shares Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to such Seller, without recourse, representation or warranty, all the right, title and interest of the respective Buyer in and to such Receivable, all Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by such Seller as set forth to effect the conveyance of such Receivables pursuant to this Section. The obligation of such Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on the attached Schedule A.behalf of Certificateholders).

Repurchase. (a) At the Closing (as defined below)Each Investor hereby agrees, subject severally and not jointly, to the satisfaction transfer, assign, sell, and convey 100% of the conditions its right, title, and interest in and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock Repurchase Shares set forth opposite such SellerInvestor’s name on Schedule A hereto (collectivelyA, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal subject to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”)adjustment as provided in paragraph 4. (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into an underwriting agreement by and among the Company, the Sellers Investors and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) ), as applicable, shall take place on upon the same day as the closing of the Public Offering sale of the Underwritten Shares at the offices of ▇Debevoise & P▇▇▇▇▇▇▇ & ▇▇▇LLP, 9▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and Investors holding a majority of the Sellersaggregate number of Repurchase Shares. At the Closing, each Investor shall deliver to the Company or as instructed by the Company duly executed stock powers relating to those Repurchase Shares being sold by such Investor, and the Company agrees to deliver to each of the Sellers, Investor by wire transfer in accordance with written instructions to be provided by the Investors prior to the Closing of immediately available funds, to an account designated in writing by each Seller, an amount equal to funds the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares being sold by such Investor. (d) The Investors each agree to pay all stamp, stock transfer and similar duties, if any, in connection with the Repurchase. (e) The Company shall be entitled to deduct and withhold from payments of the respective Seller Purchase Price any amount required to be so deducted or withheld pursuant to the Internal Revenue Code of 1986, as set forth on amended, and the attached Schedule A.applicable Treasury regulations thereunder.

Repurchase. (a) Subject to the satisfaction of the terms and conditions set forth herein, each of the Sellers hereby agrees to sell, and the Company agrees to purchase from each of them, the Repurchase Shares at the Per Share Purchase Price, each 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 paragraph 1(b)herein, each Seller hereby transfers, assigns, sells, conveys and delivers of the Sellers agrees to sell the Repurchase Shares to the Company, and the Company hereby purchases from agrees to purchase each such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, from each of the shares of Sellers at the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Sellers to sell and the Company to purchase the Repurchase Shares shall be subject to conditioned upon each of: (i) the conversion execution of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into an underwriting agreement by and among the Company, the Sellers and the underwriters underwriter named therein related to the Public Offering (the “Underwriting Agreement”) within four business days after the date hereof; and (iiiii) the ratification closing of the Public Offering immediately prior to the Repurchase and related transactions by pursuant to the Board and Underwriting Agreement no later than ten business days from the Committee on Directors and Governance date of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Underwriting Agreement. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as occur immediately after the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Offering, or at such other time and or place after the Public Offering as may be agreed upon by the Company and the Sellers. At the Closing, the Sellers shall deliver to the Company or as instructed by the Company duly executed stock powers relating to the Repurchase Shares, as applicable, and the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to Sellers an account designated in writing by each Seller, an aggregate dollar amount equal to the product of the Per Share Purchase Price multiplied by and the aggregate total number of Repurchase Shares by wire transfer of the respective Seller as set forth on the attached Schedule A.immediately available funds.

Repurchase. In the event any representation or warranty under Section ---------- 2.3 (a) At the Closing (is not true and correct as defined below), subject to the satisfaction of the conditions and date specified therein with respect to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, any Receivable or Account and the Company hereby purchases from Buyer is, in connection therewith, required to purchase such Seller, the number of shares of Common Stock set forth opposite Receivable or all Receivables in such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal Account pursuant to the closing sale price or, if no closing sale price is reported, the last reported sale price, Section 2.4(c) of the shares of the Common Stock on the NYSE on March 10Pooling and Servicing Agreement, 2017 then, within 30 days (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place longer period as may be agreed upon to by the Company and Buyer) of the Sellers. At earlier to occur of the Closingdiscovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Company agrees Seller shall repurchase the Receivable or Receivables of which the Buyer is required to deliver accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each of such Receivable by making a payment to the Sellers, by wire transfer of Buyer in immediately available funds, funds on the Business Day preceding the Distribution Date on which such reassignment is to an account designated occur in writing by each Seller, an amount equal to the product Purchase Price for such Receivable. Upon payment of the Per Share Purchase Price multiplied Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be required by the aggregate number Seller to effect the conveyance of Repurchase Shares such Receivables pursuant to this Section. The obligation of the respective Seller as set forth to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on the attached Schedule A.behalf of Certificateholders).

Repurchase. (a) At On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), subject the Seller agrees to transfer, assign, sell, convey and deliver to the satisfaction of Company the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 $3,162.50 (the “Per Share Purchase Price”). (b) . The obligations of the Company hereby agrees to purchase the Repurchase Shares shall be subject to (i) from the conversion Seller at the Per Share Purchase Price and in an aggregate amount of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein $21,097,037.50 (the “Underwriting AgreementPurchase Price”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (cb) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place by conference call at 9:00 a.m. eastern time on the same day October 10, 2023, or on such other date and time as the closing of parties agree in writing. In accordance with the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time wire instructions set forth on Exhibit A hereto and place as may be agreed upon completed IRS Form W-9 previously provided by the Company and Seller to the Sellers. At Company, payment for the Closing, the Company agrees to deliver to each of the Sellers, Repurchase Shares shall be made by wire transfer of immediately available funds, funds to an the account designated specified by the Seller on Exhibit A in writing by each Seller, an amount equal to the product Purchase Price. Transfer taxes payable in connection with the sale of such Repurchase Shares, if any, shall be paid by the Seller. (c) By executing this Agreement, the Seller hereby instructs and directs the Company, and the officers thereof, to, at the Closing, reflect the transfer, assignment, sale, conveyance and delivery of the Per Share Purchase Price multiplied Repurchase Shares and the simultaneous retirement of the Repurchase Shares by the aggregate number of Company in connection therewith, in all cases contemplated by, and in accordance with, this Agreement. At the Closing (i) in accordance with the preceding sentence, Seller shall take any and all additional action necessary to cause the Repurchase Shares to be transferred, assigned, sold, conveyed and delivered to the Company, (ii) the Company shall take any and all action necessary such that, upon consummation of the respective Repurchase, the Repurchase Shares shall assume the status of authorized and unissued shares of Common Stock, and (iii) the Company shall pay to Seller as set forth on the attached Schedule A.Purchase Price.

Repurchase. (aIn the event any representation or warranty under Section 2.3(a) At the Closing (is not true and correct as defined below), subject to the satisfaction of the conditions and date specified therein with respect to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, any Receivable or Account and the Company hereby purchases from Buyer is, in connection therewith, required to purchase such Seller, the number of shares of Common Stock set forth opposite Receivable or all Receivables in such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal Account pursuant to the closing sale price or, if no closing sale price is reported, the last reported sale price, Section 2.4(c) of the shares of the Common Stock on the NYSE on March 10Pooling and Servicing Agreement, 2017 then, within 30 days (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place longer period as may be agreed upon to by the Company and Buyer) of the Sellers. At earlier to occur of the Closingdiscovery of any such event by the Seller or the Buyer, or receipt by the Seller or the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Company agrees Seller shall repurchase the Receivable or Receivables, if any, of which the Buyer is required to deliver accept reassignment pursuant to the Pooling and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Seller shall purchase each of such Receivable by making a payment to the Sellers, by wire transfer of Buyer in immediately available funds, funds on the Business Day preceding the Distribution Date on which such reassignment is to an account designated occur in writing by each Seller, an amount equal to the product Purchase Price for such Receivable. Upon payment of the Per Share Purchase Price multiplied Price, the Buyer shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in and to such Receivable, all Collateral Security, the related Floorplan Rights and all monies due or to become due with respect thereto and all proceeds thereof. The Buyer shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the aggregate number Seller to effect the conveyance of Repurchase Shares such Receivables pursuant to this Section. The obligation of the respective Seller as set forth to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Buyer and to the Certificateholders (or the Trustee on the attached Schedule A.behalf of Certificateholders).

Repurchase. (a) At any time after the Closing occurrence of a Repurchase Event ---------- (as defined below) (i) at the request of the Holder, delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), subject Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the satisfaction amount by which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the conditions and owner of Option Shares from time to time (the "Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the terms set forth market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in paragraph 1(b)the event of a sale of all or any substantial part of Issuer's assets or deposits, each Seller hereby transfersthe sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, assigns, sells, conveys and delivers to as the Companycase may be, and the Company hereby purchases from such Sellerreasonably acceptable to Issuer, divided by the number of shares of Common Stock set forth opposite of Issuer outstanding at the time of such Seller’s name on Schedule A hereto (collectivelysale. In determining the market/offer price, the “Repurchase Shares”). The per share purchase price for each Repurchase Share value of consideration other than cash shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into determined by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions a nationally recognized investment banking firm selected by the Board and Holder or Owner, as the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion noticecase may be, and the Sellers and the Company shall take all other actions required reasonably acceptable to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Issuer. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.

Repurchase. (a) At any time after the Closing occurrence of a Repurchase Event (as defined below) (i) at the request of the Holder, delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), subject Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the satisfaction amount by which (A) the market/offer price (as defined below) exceeds (B) the sum of (x) the Option Price, multiplied by the number of shares for which this Option may then be exercised, and (y) if applicable, the amount paid by Issuer to Grantee pursuant to Section 8.03 of the conditions Merger Agreement; and (ii) at the request of the owner of Option Shares from time to time (the "Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the terms set forth market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in paragraph 1(b)the event of a sale of all or any substantial part of Issuer's assets or business operations, each Seller hereby transfersthe sum of the net price paid in such sale for such assets or business operations and the current market value of the remaining assets or business operations of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, assigns, sells, conveys and delivers to as the Companycase may be, and the Company hereby purchases from such Sellerreasonably acceptable to Issuer, divided by the number of shares of Common Stock set forth opposite of Issuer outstanding at the time of such Seller’s name on Schedule A hereto (collectivelysale. In determining the market/offer price, the “Repurchase Shares”). The per share purchase price for each Repurchase Share value of consideration other than cash shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into determined by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions a nationally recognized investment banking firm selected by the Board and Holder or Owner, as the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion noticecase may be, and the Sellers and the Company shall take all other actions required reasonably acceptable to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Issuer. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.

Repurchase. (a) At any time after the Closing occurrence of a Repurchase ---------- Event (as defined below) (i) at the request of the Holder, delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), subject Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the satisfaction amount by which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the conditions and owner of Option Shares from time to time (the "Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the terms set forth market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in paragraph 1(b)the event of a sale of all or any substantial part of Issuer's assets or deposits, each Seller hereby transfersthe sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, assigns, sells, conveys and delivers to as the Companycase may be, and the Company hereby purchases from such Sellerreasonably acceptable to Issuer, divided by the number of shares of Common Stock set forth opposite of Issuer outstanding at the time of such Seller’s name on Schedule A hereto (collectivelysale. In determining the market/offer price, the “Repurchase Shares”). The per share purchase price for each Repurchase Share value of consideration other than cash shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into determined by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions a nationally recognized investment banking firm selected by the Board and Holder or Owner, as the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion noticecase may be, and the Sellers and the Company shall take all other actions required reasonably acceptable to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Issuer. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.

Repurchase. (a) At On the Closing terms and subject to the conditions set forth in this Agreement, Seller shall sell, and the Company shall purchase, the Repurchase Shares at the price per share at which the Underwritten Shares are sold to the underwriters pursuant to the Underwriting Agreement (as defined below), subject to ) in connection with the satisfaction of the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 Public Offering (the “Per Share Purchase Price”). (b) The obligations of Seller to sell and the Company to purchase the Repurchase Shares shall be subject to (conditioned upon the satisfaction of each of the following conditions: i) the conversion Company, Seller and the underwriters named therein (or the representatives of such underwriters) shall execute an underwriting agreement related to the number of shares of Preferred Stock set forth Public Offering (the “Underwriting Agreement”), within eight business days after the date hereof; ii) the Per Share Purchase Price shall not exceed the “Maximum Per Share Purchase Price” defined on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (iiA; and iii) the closing of the Public Offering pursuant to in accordance with the related Underwriting Agreement to be entered into by and among shall occur no later than ten business days after the Company, date of the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on occur immediately following the same day as closing of the Public Offering, or at such other time after the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellersSeller. At the Closing: i) Seller shall (i) instruct the transfer agent for the Common Stock (the “Transfer Agent”) to release the Repurchase Shares to the Company, and (ii) deliver to the Transfer Agent duly executed stock powers relating to the Repurchase Shares; and ii) the Company agrees to shall deliver to each of the SellersSeller, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an aggregate dollar amount equal to the product of the Per Share Aggregate Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.Price.

Repurchase. (a) Subject to the satisfaction of the terms and conditions set forth herein, the Seller hereby agrees to sell, and the Company agrees to purchase from the Seller, the Repurchase Shares at the Per Share Purchase Price, each 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 paragraph 1(b)herein, each the Seller hereby transfers, assigns, sells, conveys and delivers agrees to sell the Repurchase Shares to the Company, and the Company hereby purchases agrees to purchase the Repurchase Shares from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, Seller at the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) 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 conversion execution of an underwriting agreement by and among the number of shares of Preferred Stock set forth on Schedule A hereto into Company, the number of Repurchase Shares set forth on Schedule A heretoSeller, any additional selling stockholder and the 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 related Underwriting Agreement to be entered into by and among no later than ten business days from the Company, date of the Sellers and the underwriters named therein (the “Underwriting Agreement”) ; and (iii) the ratification of Underwritten Shares in the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers Public Offering shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)be no less than 2,500,000. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as occur immediately after the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Offering, or at such other time and or place after the Public Offering as may be agreed upon by the Company and the SellersSeller. At the Closing, the Seller shall deliver to the Company or as instructed by the Company duly executed stock powers relating to the Repurchase Shares, as applicable, and the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to Seller an account designated in writing by each Seller, an aggregate dollar amount equal to the product of the Per Share Purchase Price multiplied by and the aggregate total number of Repurchase Shares by wire transfer of the respective Seller as set forth on the attached Schedule A.immediately available funds.

Repurchase. (a) At Subject to the terms and conditions of this Agreement, at the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers Selling Stockholder shall sell to the Company, and the Company hereby purchases shall purchase, acquire and accept from the 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 Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall to be equal rounded up to the closing sale price ornearest whole number, if no closing sale price is reportedand, in the last reported sale pricecase of either (i) or (ii), of at the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to (i) the conversion consummation, at or prior to the Closing, of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Rule 144 Sale. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellersSelling Stockholder. At the Closing, the Selling Stockholder shall deliver to the Company the Repurchase Shares, and the Company agrees to deliver to each of the Sellers, Selling Stockholder by wire transfer of immediately available funds, to an account designated funds that the Selling Stockholder shall designate in writing by each Seller, an amount equal at least two business days prior to the product of Closing the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of being sold by the respective Seller as set forth on Selling Stockholder (the attached Schedule A.“Aggregate Purchase Price”).

Repurchase. (a) At the Closing (as defined below), subject to the satisfaction of the conditions set forth in paragraph l(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 the terms Purchased Shares, free and clear of all liens, encumbrances or other claims, and, subject to the satisfaction of the conditions set forth in paragraph 1(b)) below, each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Selleragrees to purchase and acquire the Purchased Shares, in each case for a purchase price per Purchased Share equal to $59.66, which is the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal at which the Seller will sell the Underwritten Shares to the closing sale price or, if no closing sale price is reported, Underwriter in the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 Public Offering (the “Per Share Purchase Price”). (b) The obligations obligation of the Company to purchase the Repurchase Purchased Shares from the Seller against payment of the Purchase Price (as defined below) shall be subject to (i) the conversion closing of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A heretoPublic Offering, (ii) the representations and warranties of the Seller and the Waha Parties set forth herein being true and correct in all material respects as of the Closing and (iii) the Seller and the Waha Parties having complied in all material respects with all of the covenants required to be performed by the Seller or the Waha Parties on or prior to the Closing. (c) The obligation of the Seller to sell the Purchased Shares to the Company shall be subject to (i) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iiiii) the ratification representations and warranties of the Repurchase Company set forth herein being true and related transactions by the Board and the Committee on Directors and Governance correct in all material respects as of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (cd) Pursuant to the Settlement Agreement, the Seller shall deliver the Purchased Shares to the Company through the facilities of The Depository Trust Company (“DTC”) against payment of the Purchase Price. The closing of the sale and purchase of the Repurchase Purchased Shares (the “Closing”) shall take place on the same day as remotely via electronic exchange of documents and signatures immediately following the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Offering, or at such other time and place as may be agreed upon by the Company and the Sellers. Seller. (e) At the Closing, the Company agrees to shall deliver to each of the SellersSeller, by wire transfer of immediately available funds, funds to an the account designated in writing by each Sellerof the Seller set forth below, an amount equal to (i) $144,841,951.40, which is the product of the Per Share Purchase Price multiplied by and 2,427,790 (such product, the aggregate number “Purchase Price”), less (ii) $581,882.27 of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.expense reimbursement pursuant to Section 4 below.

Repurchase. (a) At Subject to the terms and conditions of this Agreement, at the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers Selling Stockholder shall sell to the Company, and the Company hereby purchases shall purchase, acquire and accept from the 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 Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall to be equal rounded up to the closing sale price ornearest whole number, if no closing sale price is reportedand, in the last reported sale pricecase of either (i) or (ii), of at the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to (i) the conversion consummation, at or prior to the Closing, of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Rule 144 Sale. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of M▇▇▇▇▇, ▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, 2▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellersSelling Stockholder. At the Closing, the Selling Stockholder shall deliver to the Company the Repurchase Shares, and the Company agrees to deliver to each of the Sellers, Selling Stockholder by wire transfer of immediately available funds, to an account designated funds that the Selling Stockholder shall designate in writing by each Seller, an amount equal at least two business days prior to the product of Closing the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of being sold by the respective Seller as set forth on Selling Stockholder (the attached Schedule A.“Aggregate Purchase Price”).

Repurchase. (a) At the Closing (as defined below), subject Subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b)) below, each the Seller hereby transfersagrees to transfer, assignsassign, sellssell, conveys convey and delivers deliver to the CompanyCompany 100% of its right, title, and the Company hereby purchases from such Seller, interest in and to the number of whole shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, 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 closing sale per share price or, if no closing sale price is reported, at which the last reported sale price, of Seller sells the shares of Underwritten Shares to the Common Stock on underwriters in the NYSE on March 10, 2017 Public Offering (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase and the Seller to sell the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into an underwriting agreement by and among the Company, the Sellers Seller and the underwriters named therein (the “Underwriting Agreement”) and (iii) no later than 15 business days from the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)date hereof. (cd) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on upon the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPthe Company in Boise, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Idaho, or at such other time and place as may be agreed upon by the Company and the SellersSeller. At the Closing, the Seller shall deliver to the Company or such person as instructed by the Company a duly executed stock power relating to the Repurchase Shares, as applicable, and the Company agrees to deliver to each of the Sellers, Seller the Aggregate Purchase Price by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A..

Repurchase. (a) At Immediately prior to the Closing occurrence of a "Repurchase Event" (as defined belowin Section 7(d)), subject (i) following a request of the Holder, delivered prior to an Exercise Termination Event, Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the satisfaction amount by which (A) the "Market/Offer Price" (as defined in this Section 7(a)) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised, and (ii) at the request of the conditions and owner of Option Shares from time to time (the "Owner"), delivered within 90 days of the occurrence of such Repurchase Event (or such later period as provided in Section 10), Issuer shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the terms set forth Market/Offer Price multiplied by the number of Option Shares so designated. The term "Market/Offer Price" shall mean the highest of (i) the price per share of Common Stock at which a tender offer or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the 90-day period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in paragraph 1(b)the event of a sale of all or a substantial portion of Issuer's assets, each Seller hereby transfersthe sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, assignsas the case may be, sells, conveys and delivers reasonably acceptable to the CompanyIssuer, and the Company hereby purchases from such Seller, divided by the number of shares of Common Stock set forth opposite of Issuer outstanding at the time of such Seller’s name on Schedule A hereto (collectivelysale. In determining the Market/Offer Price, the “Repurchase Shares”). The per share purchase price for each Repurchase Share value of consideration other than cash shall be equal determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”)Issuer. (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.

Repurchase. (a) At Each Holder hereby agrees, severally and not jointly, to transfer, assign, sell, and convey 100% of its right, title, and interest in and to the number of Repurchase Shares set forth opposite such Holder’s name on Schedule I hereto, and the Company hereby agrees to purchase from each Holder, the Repurchase Shares at a price per share equal to the 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 Closing (as defined below), subject . If the Holders do object to the satisfaction of Purchase Price, then neither the conditions and Holders nor the Company will have any further obligations to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”)other under this Agreement. (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) and conditioned upon the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into an underwriting agreement by and among the Company, the Sellers Company and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) 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 on the same day as immediately following the closing of the Public Offering sale of the Underwritten Shares, at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇, or at such other time and place as may be agreed upon by the Company and Holders (the Sellers“Closing Date”). At the Closing, each Holder shall deliver to the Company or as instructed by the Company duly executed stock powers relating to those Repurchase Shares being sold by such Holder, and the Company agrees to deliver to each of the Sellers, Holder by wire transfer in accordance with written instructions to be provided by the Holders prior to the Closing of immediately available funds, to an account designated in writing by each Seller, an amount funds equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of 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 respective Seller as set forth on Repurchase. (e) At the attached Schedule A.Closing, the certificates representing the Repurchase Shares will be cancelled and the Company will retire the Repurchase Shares.

Repurchase. On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Investor hereby agrees to exchange for itself and on behalf of the Holders, an aggregate principal amount of the Notes set forth on Exhibit A hereto (the “Repurchased Notes”) for: (a) At An amount of cash as set forth on Exhibit A hereto (the “Cash Payment”); and (b) An amount of cash equal to the accrued and unpaid interest in respect of the Holder’s Repurchased Notes from, and including, the most recent date on which interest thereon was paid, through but excluding, the Closing Date (together with the Cash Payment, the “Repurchase Consideration”). The Investor agrees that it and any Holder shall not deliver a Notice of Conversion with respect to any Repurchased Notes and the Investor and each Holder shall hold the Repurchased Notes until the Closing (as defined below). In consideration for the performance of their obligations hereunder (including as described in the immediately preceding sentence), subject the Company agrees to deliver the satisfaction of Repurchase Consideration on the conditions and Closing Date (as defined below) to each Holder in exchange for its Repurchased Notes. The Repurchase shall occur in accordance with the terms procedures set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A Exhibit B.2 hereto (collectively, the “Repurchase SharesProcedures”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if ; provided that no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification delivery of the Repurchase Consideration will be made until the Repurchased Notes have been properly submitted for exchange in accordance with the Repurchase Procedures and related transactions no accrued interest will be payable by the Board and the Committee on Directors and Governance reason of the Board under the Company’s Related Person Transactions Policyany delay in making such delivery. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place remotely via the exchange of documents and signatures at 10:00 a.m., New York City time, on June 15, 2026 (the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇“Closing Date”), or at such other time and place as may be agreed upon by the Company and the SellersInvestor may mutually agree. At On the Closing Date, subject to satisfaction of the conditions precedent specified herein and the prior receipt by the Company from the Investor of the Repurchased Notes, the Company shall deliver the Repurchase Consideration by wire transfer to the account specified by the Investor for each relevant Holder in Exhibit B.1. All questions as to the form of all documents and the validity and acceptance of the Repurchased Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding. Subject to the terms and conditions of this Agreement, upon the Closing, the Investor hereby, for itself and on behalf of its Accounts, (A) waives any and all other rights with respect to such Repurchased Notes and (B) releases and discharges the Company agrees to deliver to each of from any and all claims, actions, causes or rights, whether known or unknown, contingent or matured, that the SellersInvestor and its Accounts may now have, by wire transfer of immediately available fundsor may have in the future, to an account designated in writing by each Sellerarising out of, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.or related to, such Repurchased Notes.

Repurchase. (a) Subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b) 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 the applicable Sale Number (as defined below) of shares of Common Stock (the “Repurchase Shares”) at each Closing (as defined below). The “Sale Number” shall mean the number of shares of Common Stock acquired by the Company during the Pricing Period (as defined below) as of the applicable Determination Date (as defined below) under the Share Repurchase Program through open market purchases (that is, from shareholders other than Seller) (such shares purchased in the open market are referred to as the “Public Shares”), rounded down to the nearest whole share. The “Pricing Period” shall be the period from July 1, 2022 through the applicable Determination Date in the case of the first Determination Date or the period from the most recent preceding Determination Date to the applicable Determination Date otherwise. A “Determination Date” shall be (i) the date that the Company has paid, commencing July 1, 2022, an aggregate of $75,000,000 to repurchase shares of Common Stock under the Share Repurchase Program through open market purchases, (ii) any date earlier than the Determination Date contemplated by clause (i) as the parties hereto mutually agree, provided that any such mutual agreement may be reached only during an open trading window under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as such are determined by the Company from time to time, and (iii) January 13, 2023 but (in the case of this clause (iii)) only if the Determination Date contemplated by clause (i) has not occurred prior to January 13, 2023. The per share purchase price for each Repurchase Share shall be equal to the average per share price paid by the Company during the applicable Pricing Period for the Public Shares (the “Weighted Average Per Share Purchase Price” and the Weighted Average Per Share Purchase Price multiplied by the applicable Sale Number is the “Aggregate Purchase Price”). On or promptly following each Determination Date (and in any event no later than the second business day following such Determination Date), the Company shall notify the Seller, in writing, of the applicable Sale Number of Repurchase Shares, the applicable Weighted Average Per Share Purchase Price and the applicable Aggregate Purchase Price, together with related calculations (including details of the corresponding purchases of Public Shares). At the each Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfersagrees to transfer, assignsassign, sellssell, conveys convey and delivers deliver the applicable Sale Number of Repurchase Shares to the Company, and the Company hereby purchases agrees to purchase such Repurchase Shares from such Seller, Seller at the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “applicable Weighted Average Per Share Purchase Price”). (b) . The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Seller shall execute a cross-receipt in mutually agreeable form at each Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A..

Repurchase. (a) At On the Closing second Business Day after the Approval Date (as defined below)each, subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(ba “Repurchase Closing”), each Seller hereby transfersHolder shall sell to Parent, assignsand Parent shall purchase, sellsall of such Holder’s Purchased Securities, conveys free and delivers clear of all liens (other than under applicable securities Laws), for a cash amount (its “Repurchase Price”) equal to the Companysum of the Accreted Values of its Preferred Shares as of the Approval Date, each rounded to the nearest cent. Each Repurchase Price is a single aggregate amount for all of the applicable Holder’s Purchased Securities, and the Company hereby purchases from such Seller, the number of shares Conversion Shares or Unconverted Shares shall not affect it. For the avoidance of Common Stock set forth opposite such Seller’s name on doubt, no amount is payable per Conversion Share or Unconverted Share, each Preferred Share (including any share converted in part) shall be counted only once. Schedule A hereto (collectivelysets forth reference values for convenience; in the event of any conflict, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”)this Agreement controls. (b) Parent shall pay each Repurchase Price by wire transfer, less any required withholding, against delivery of customary instruments of transfer and an IRS Form W-9. Parent shall deliver its calculation of each Repurchase Price to the Holders and the Lead Investor at least three Business Days before the scheduled date of the Parent Stockholders’ Meeting. (c) The obligations of the Company to purchase the Parent and each Holder at such Holder’s Repurchase Shares shall be Closing are subject to (i) the conversion occurrence of the number of shares of Preferred Stock set forth on Schedule A hereto into Closing and the number of Repurchase Shares set forth on Schedule A heretoStockholder Approval, (ii) the closing absence of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) any Law or Order prohibiting such purchase and (iii) the ratification representations of the Repurchase other party being true and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion noticecorrect, and the Sellers and the Company shall take all other actions required to effect the conversion covenants of the Preferred Stock as contemplated by this Section 1(b). (c) The closing other party having been performed, in each case in all material respects. Each Holder’s Repurchase Closing is independent of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.Holder’s.

Repurchase. (a) At Subject to the terms and conditions of this Agreement, at the Closing Date (as defined below), subject to the satisfaction of the conditions Stockholder shall sell, transfer, assign and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers deliver to the Company, and the Company hereby purchases shall repurchase and acquire from such SellerStockholder, [●] ([[●] the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (“Options” and] [●] collectively, the “Repurchase Shares”). The per share Subject to the conditions set forth in Section 2 of this Agreement, the Company shall pay, in accordance with Section 2 of this Agreement, out of funds legally available therefor (as determined on the applicable Consummation Date), the sum of One Dollar ($1) payable on the Closing Date (as defined below) plus an aggregate purchase price for each Repurchase Share shall be equal to of (a) $[●] (in the closing sale price or, if no closing sale price is reported, case of Section 2(b)) or (b) $[●] (in the last reported sale price, case of the shares of the Common Stock on the NYSE on March 10, 2017 Section 2(c)) (the “Per Share Purchase Price”). , less all required tax withholdings or required tax deductions, if any (b) The obligations of provided that any such withholdings or deductions are identified in writing by the Company to purchase Stockholder at least ten business days prior to the Repurchase Shares shall be subject to (i) the conversion applicable payment of the number of shares of Preferred Stock Purchase Price, along with reasonable supporting documentation regarding the basis therefor), to Stockholder in consideration for the Shares and Stockholder’s and [●]’s other agreements set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A heretoherein, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Companyincluding, without limitation, the Sellers and the underwriters named therein (the “Underwriting release contained in Section 5 of this Agreement”) and (iii) the ratification of the Repurchase and related . The transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)1 are referred to herein collectively as the “Repurchase. (c) ” The closing Repurchase includes, and the Purchase Price encompasses, in addition to the Shares, any of the sale Company’s or Stable Road Acquisition Corp.’s securities beneficially owned by the Stockholder or [●] which are not expressly disclosed in this Agreement, including, without limitation, any shares of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing Company’s or Stable Road Acquisition Corp’s capital stock or any options or other rights to purchase or receive shares of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Company’s capital stock or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.Stable Road Acquisition Corp’s capital stock.

Repurchase. (a) At the Closing (as defined below)In consideration, and subject to the satisfaction terms and conditions, of this Agreement, (i) each of the conditions and to the terms set forth in paragraph 1(b), each Seller Employee Parties hereby transfers, assigns, sells, conveys and delivers to the Companyis selling, and EPS hereby is repurchasing, all of the Company Employment Shares of each Employee; and (ii) each Employee Party hereby purchases from such Selleris selling, and EPS hereby is repurchasing, the number of shares of Common Stock Net Subscription Shares set forth opposite such Seller’s next to his or its name on Schedule A hereto under the column heading "Net Subscription Shares Repurchased" (collectivelythe "REPURCHASED SUBSCRIPTION SHARES" and together with the Employment Shares, the “Repurchase Shares”"REPURCHASED SHARES"). The per share purchase price for each Repurchase Share shall be equal After giving effect to the closing sale price or, if no closing sale price is reported, the last reported sale price, repurchase of Repurchased Shares as of the shares date hereof, each Employee (together with his donees as listed on Schedule A) will own (directly or indirectly) free of restrictions (other than those imposed under applicable securities laws or under the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (bStockholder Agreement as modified pursuant to Section 4.13) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth stated on Schedule A hereto into under the number heading "TOTAL RETAINED SHARES" (the "TOTAL RETAINED SHARES"), which for each Employee consist of Repurchase Shares set forth on Schedule A hereto(i) his or his Affiliates' Gifted Shares, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Companyhis or his Affiliates' Transaction Shares, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification his or his Affiliates' remaining Subscription Shares net of gifts, transfers, and repurchase of the Repurchase and related transactions by the Board and the Committee Repurchased Subscription Shares, as listed on Directors and Governance of the Board Schedule A under the Company’s Related Person Transactions Policy. Prior column heading "Retained Subscription Shares," and (iv) with respect to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Watt▇, ▇▇▇ ▇▇▇▇,552 shares of EPS common stock issued with respect to his ownership in First Financial Resources, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Inc. None of the Shares included in the Total Retained Shares were purchased under, or at and such other time and place shares are not subject to, the Restricted Stock Purchase Agreements. Except as may be agreed upon by the Company specifically set forth in this Agreement, each Employee Party and the Sellersdonees of the Employee Parties will continue to have the rights and be subject to the obligations associated with their Retained Shares as set forth in the Subscription Agreement or Transaction Agreement, as the case may be, pursuant to which such shares were purchased, as well as the Stockholder Agreements as modified pursuant to Section 4.13. (i) As consideration for the repurchase of the December Employment Shares, EPS shall cancel all outstanding Notes, thereby relieving the Employee Parties of all obligations under the Notes, including the obligations to pay the principal amount of and all accrued interest on the Notes. At Concurrently with the Closingexecution of this Agreement, the Company agrees to deliver EPS is delivering to each Employee Party who executed a Note the original executed copy of the SellersNote marked "canceled." (ii) As consideration for the repurchase of the Repurchased Shares other than the December Employment Shares, by wire transfer EPS shall pay to the Employee Parties, in cash, concurrently with the execution of immediately available funds, to an account designated in writing by each Sellerthis Agreement, an amount equal to $.02 per share ($133,563.04 in the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.aggregate).

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 paragraph paragraphs 1(b) and 1(c), each the Seller hereby transfersagrees to transfer, assignsassign, sellssell, conveys convey and delivers 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 purchases agrees to purchase such Repurchase Shares from such Seller, the Seller at the Aggregate Purchase Price. (b) The Seller may reduce the number of shares Repurchase Shares to be sold hereunder by providing notice to the Company prior to the issuance by the Company of Common Stock set forth opposite such Seller’s name on Schedule A hereto a press release announcing the Public Offering (collectivelywhich, 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 “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”Company). (bc) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into an underwriting agreement by and among the Company, the Sellers Seller and the underwriters named therein (the “Underwriting Agreement”) and (iii) no later than 6 business days from the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)date hereof. (cd) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on upon the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPthe 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 SellersSeller. 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 each of the Sellers, Seller the Aggregate Purchase Price by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A..

Repurchase. (a) At the Closing (as defined below), subject Subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b)) below, each Seller the Company hereby transfersagrees to purchase from the Underwriter, assigns, sells, conveys and delivers the Underwriter hereby agrees to sell to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The at a per share purchase price for each Repurchase Share shall be equal to the closing sale per share price or, if no closing sale price is reported, at which the last reported sale price, of Underwriter purchases the shares of Underwritten Shares from the Common Stock on Selling Shareholders in the NYSE on March 10, 2017 Public Offering (the “Per Share Purchase Price”), the Repurchase Shares. (b) (i) The obligations of the Company and the Underwriter to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to (iA) the conversion execution of the number of shares of Preferred Stock set forth on Schedule A hereto into Underwriting Agreement by the number of Repurchase Shares set forth on Schedule A heretoparties thereto, and (iiB) the closing of the Public Offering pursuant to the related terms of the Underwriting Agreement to be entered into by and among no later than 10 business days after the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) date hereof; and (iiiii) the ratification obligations of the Repurchase and related Company to consummate the transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Agreement shall be subject to the receipt by the Special Committee of a fairness opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Advisors, Inc. contemporaneously with the execution of the Underwriting Agreement, stating to the effect that the consideration to be paid by the Company to the Underwriter for the Repurchase Shares pursuant to this Agreement is fair to the Company from a financial point of view; the parties hereto hereby acknowledging that, simultaneously with the execution of this Agreement, the Underwriting Agreement has been executed by the parties thereto and the required fairness opinion has been received by the Special Committee and, accordingly, the conditions in paragraph 1(b)(i)(A) and 1(b)(ii) have been satisfied. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as simultaneously with the closing of the Public Offering at the offices of ▇Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, LLP at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellersUnderwriter. At Payment for the Closing, the Company agrees to deliver to each of the Sellers, Repurchase Shares shall be made by wire transfer of immediately available funds, funds to an the account designated specified by the Underwriter in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares being sold to the Company, with any transfer taxes payable in connection with the sale of such Repurchase Shares duly paid by the Company. Payment for the Repurchase Shares shall be made against delivery to the Company of the respective Seller Repurchase Shares through the facilities of The Depository Trust Company (“DTC”), or as set forth on may be agreed upon by the attached Schedule A.Company and the Underwriter.

Repurchase. (a) At any time after the Closing occurrence of a Repurchase Event (as defined in Section 7(d)), (1) at the request of the Holder, delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the amount by which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (2) at the request of any present or former Holder who at the time owns Option Shares (each, the "Owner"), subject delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the satisfaction market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the conditions required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets and/or deposits, the sum of the price paid in such sale for such assets and/or deposits and to the terms set forth in paragraph 1(b)current market value of the remaining assets and/or deposits of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, each Seller hereby transfers, assigns, sells, conveys and delivers to as the Companycase may be, and the Company hereby purchases from such Sellerreasonably acceptable to Issuer, divided by the number of shares of Common Stock set forth opposite of Issuer outstanding at the time of such Seller’s name on Schedule A hereto (collectivelysale. In determining the market/offer price, the “Repurchase Shares”). The per share purchase price for each Repurchase Share value of consideration other than cash shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into determined by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions a nationally recognized investment banking firm selected by the Board and Holder or the Committee on Directors and Governance of Owner, as the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion noticecase may be, and the Sellers and the Company shall take all other actions required reasonably acceptable to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Issuer. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.

Repurchase. (aIn the event any representation or warranty under Section 2.03(a) At the Closing (is not true and correct as defined below), subject to the satisfaction of the conditions and date specified therein with respect to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, any NH Receivable or Account and the Company hereby purchases from Purchaser is, in connection therewith, required to purchase such Seller, the number of shares of Common Stock set forth opposite NH Receivable or all NH Receivables in such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal Account pursuant to the closing sale price or, if no closing sale price is reported, the last reported sale price, Section 2.04(c) of the shares of the Common Stock on the NYSE on March 10Transfer and Servicing Agreement, 2017 then, within 60 days (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place longer period as may be agreed upon to by the Company and Purchaser) of the Sellers. At earlier to occur of the Closingdiscovery of any such event by the Originator or the Purchaser, or receipt by the Originator or the Purchaser of written notice of any such event given by the Indenture Trustee or any Enhancement Providers, the Company agrees Originator shall repurchase the NH Receivable or NH Receivables of which the Purchaser is required to deliver accept reassignment NH RECEIVABLES PURCHASE AGREEMENT pursuant to the Transfer and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. The Originator shall purchase each of such NH Receivable by making a payment to the Sellers, by wire transfer of Purchaser in immediately available funds, funds on the Business Day preceding the Determination Date on which such reassignment is to an account designated occur in writing by each Seller, an amount equal to the product Purchase Price for such NH Receivable. Upon payment of the Per Share Purchase Price multiplied Price, the Purchaser shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Originator, without recourse, representation or warranty, all the right, title and interest of the Purchaser in and to such NH Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the aggregate number Originator to effect the conveyance of Repurchase Shares such NH Receivables pursuant to this Section. The obligation of the respective Seller as set forth Originator to repurchase any such NH Receivable shall constitute the sole remedy respecting the event giving rise to such obligation available to the Purchaser and to the Noteholders (or the Indenture Trustee on the attached Schedule A.behalf of Noteholders).

Repurchase. (a) At Subject to the terms and conditions of this Agreement, at the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers Selling Stockholder shall sell to the Company, and the Company hereby purchases shall purchase, acquire and accept from such Sellerthe Selling Stockholder, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share ) equal to an aggregate purchase price for each Repurchase of approximately (i) if the Per Share shall be Purchase Price is equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE New York Stock Exchange on March 10, 2017 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 obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to (i) the conversion consummation, at or prior to the Closing, of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Rule 144 Sale. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellersSelling Stockholder. At the Closing, the Selling Stockholder shall deliver to the Company the Repurchase Shares, and the Company agrees to deliver to each of the Sellers, Selling Stockholder by wire transfer of immediately available funds, to an account designated funds that the Selling Stockholder shall designate in writing by each Seller, an amount equal at least two business days prior to the product of Closing the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of being sold by the respective Seller as set forth on Selling Stockholder (the attached Schedule A.“Aggregate Purchase Price”).

Repurchase. (a) At The Company hereby agrees that upon consummation of the Closing (as defined below), subject first sale by Reuters in a single transaction prior to the satisfaction Termination Date of the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Seller, the number not less than $100 million aggregate purchase price of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectivelypursuant to the provisions of Section 3 hereof, the “Repurchase Shares”). The Company will repurchase from Reuters an equal amount of shares of Common Stock held by Reuters at the same purchase price per share purchase (price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of public before underwriting discounts and commissions) as the shares of the Common Stock on sold by Reuters pursuant to Section 3 hereof; provided that in no event shall the NYSE on March 10amount of Common Stock that the Company is obligated to repurchase from Reuters pursuant to this Section 4 (or otherwise pursuant to this Agreement) exceed $115 million. Notwithstanding the foregoing, 2017 if any of the parties to the Stockholders Agreement exercise their right to have shares of Common Stock included in the registration contemplated by this Agreement and, in connection with any single offering pursuant to such registration in which Reuters intends to sell not less than $100 million aggregate purchase price of Common Stock (the amount Reuters intends to sell, up to a maximum of $115 million aggregate purchase price, being referred to herein as the “Per Share Purchase PriceRequested Amount”). (b) The obligations , the underwriters of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion such offering require a limitation of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing to be underwritten in such offering pursuant to Section 5 of the Public Offering pursuant Stockholders Agreement such that Reuters is not permitted to sell the related Underwriting Agreement to be entered into by and among the CompanyRequested Amount, the Sellers and the underwriters named therein Company will repurchase from Reuters an amount of shares (the “Underwriting AgreementInitial Shares”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior equal to the Closingamount of shares sold by Reuters in such offering. To the extent that Reuters is unable to sell at least the Requested Amount because of any such reduction, and, prior to the Sellers shall deliver a conversion noticeTermination Date, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sells in its next single sale of the Repurchase Shares shares of Common Stock additional shares (the “ClosingAdditional Shares”) shall take place on with a purchase price that, together with the same day as the closing purchase price of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPInitial Shares, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, equals or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closingexceeds $100 million, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, will repurchase from Reuters an amount of shares of Common Stock equal to the product Additional Shares sold at the same price per share (price to the public before underwriting discounts and commissions) received by Reuters for such Additional Shares, up to a maximum combined purchase price of $115 million for the Per Share Purchase Price multiplied aggregate purchase price of Initial Shares and Additional Shares repurchased by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.Company.

Repurchase. (a) At On the Closing (as defined below), terms and subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(bthis Agreement, at the closing of the Repurchase Transaction (the “Closing”), each Seller hereby transfers, assigns, sells, conveys , (i) Stockholder shall sell and delivers transfer to the Company, and the Company hereby purchases shall purchase from Stockholder, at a purchase price per share equal to the Purchase Price, such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectivelyrounded 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 “Repurchase Stockholder Repurchased Shares”). The per share purchase price for each Repurchase Share For the purposes of this Agreement, the “Purchase Price” shall be equal to the last per share closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10New York Stock Exchange immediately prior to the execution of this Agreement. (ii) AIG shall sell and transfer to the Company, 2017 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 “Per Share Purchase PriceAIG Repurchased Shares,” and together with the Stockholder Repurchased Shares, the “Repurchased Shares”). (b) The obligations of In addition, the Company to purchase the Repurchase Shares shall be subject to 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 conversion Company that result in Stockholder owning, of record, more than 9.9% but less than 10% of the number of shares of Preferred Company’s then-outstanding Common Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, and (ii) in connection with any such open market and/or other repurchase by the closing of Company following the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Companydate hereof, the Sellers and Company shall (x) use its best efforts to monitor the underwriters named therein (the “Underwriting Agreement”) ownership percentage of Stockholder and (iiiy) the ratification provide written confirmation to Stockholder that any such repurchase, on a pro forma basis, will not result in Stockholder owning, of the Repurchase and related transactions by the Board and the Committee on Directors and Governance record, 10% or more of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)then-outstanding Common Stock. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.

Repurchase. Upon the exercise by any of the Existing Management of his rights under any of the Existing Management Option Agreements to receive Option Shares (a) At the Closing (as defined below"Repurchase Options"), subject the Company shall repurchase from the Purchaser, and the Purchaser hereby agrees to the satisfaction of the conditions sell, transfer and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers deliver to the Company, and the Company hereby purchases from same number of shares of Common Stock, at a price of $.02 per share (the "Repurchase Price"), as are issued to the Existing Management as Option Shares. This repurchase right shall apply to no more than 6,470,929 shares of Purchaser's Common Stock (the "Repurchase Shares"), as adjusted for stock dividends, stock splits, reverse splits or combinations, recapitalizations or other similar events; provided, that such Seller, adjustment for any such event that would result in an increase of the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto issued and outstanding shall only occur if both (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (bi) The obligations of the Company to purchase the Repurchase Shares shall be subject to have received the benefit of any such event (iexcept in the case of an issuance of shares under Section 7.04(c)) and (ii) the conversion of Existing Management Option Agreements shall have provided commensurate anti-dilution protection for the number of shares of Preferred Stock set forth on Schedule A hereto into Option Shares to be issued thereunder; and provided, further, any reverse split, recombination or other similar event that acts to reduce the number of Repurchase Shares set forth available under this Section 7.04 shall so reduce the number of such Repurchase Shares notwithstanding the effect such event has on Schedule A hereto, (ii) the closing number of Option Shares issuable under the Existing Management Option Agreements. The Company and the Purchaser agree that the intent of the Public Offering pursuant preceding sentence is to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification ensure that no more than 18.8% of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers Purchaser Common Stock shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the constitute Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon subject to repurchase by the Company and the Sellers. At the Closing, the Company agrees pursuant to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.this Section 7.04.

Repurchase. (a) At In the Closing event that the Management Services Agreement is terminated for any reason prior to the fourth anniversary of the Commencement Date (as defined belowtherein) (the "Repurchase Event"), subject the Company shall have the right (but not the obligation) (the "Repurchase Option"), to the satisfaction be exercised in its sole discretion, to repurchase all or any portion of the conditions Restricted Shares (whether vested or unvested and whether held by the Stockholders or one or more of any Stockholder's Permitted Transferees) pursuant to the terms and conditions set forth in paragraph 1(bthis Section 3(b). (i) The Company may elect to exercise the Repurchase Option and repurchase all or any portion of the Restricted Shares by delivering written notice (the "Repurchase Notice") to each Stockholder within ninety (90) days after the Repurchase Event; provided, each Seller hereby transfershowever, assignsthat, sellsif the Company elects to repurchase less than all of the Restricted Shares, conveys the Company shall first repurchase Unvested Shares and delivers then repurchase that number of Vested Shares, if any, as the Company may, in its sole discretion, elect. The Repurchase Notice shall set forth the number of Unvested Shares and Vested Shares to be repurchased, the Companyaggregate consideration to be paid for such shares, and the time and place for the closing of the transaction. The purchase price payable for each Unvested Share shall equal the Original Value of such Share and the purchase price payable for each Vested Share shall equal the Fair Market Value of such share. If the Company hereby purchases decides to repurchase Restricted Shares from such Sellerany Stockholder pursuant to this Section 3(b), then the Company must purchase that number of Restricted Shares which it has elected to repurchase from all of theStockholders pro rata according to the number of shares of Common Restricted Stock set forth opposite held by all of the Stockholders at the time of delivery of such Seller’s name on Schedule A hereto Repurchase Notice (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal determined as nearly as practicable to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”nearest whole share). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale repurchase of Restricted Shares pursuant to the Repurchase Shares (the “Closing”) Option shall take place on the same day as date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice. The Company shall pay for Restricted Shares to be purchased pursuant to the Repurchase Option by delivery of (A) a check or wire transfer of funds, (B) subordinated note or notes payable in up to five equal annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the Public Offering at greater of either the offices prime rate announced from time to time by The Chase Manhattan Bank (National Association) plus 1/2% or the "applicable Federal rate" (as defined in Section 1274(d) of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇the Internal Revenue Code) in effect from time to time, or at (C) a combination of both (A) and (B), in the aggregate amount of the repurchase price for such other time and place as may be agreed upon shares. Any notes issued by the Company pursuant to this paragraph 3(b)(ii) shall be subject to the restrictive covenants, if any, to which the Company is subject at the time of such repurchase. The Company shall be entitled to require the signature of such Stockholder to be guaranteed and to receive representations and warranties from such Stockholder regarding (x) such Stockholder's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Restricted Shares, (y) such Stockholder's ownership of such Restricted Shares and the Sellersabsence of any liens, pledges, and other encumbrances on such Restricted Shares and (z) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Stockholder or such Stockholder's assets are bound resulting from such sale. (iii) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Restricted Shares by the Company under this Section 3(b) shall be subject to applicable restrictions, if any, contained in its certificate of incorporation, any financing agreement to which the Company is a party, Federal law or the Delaware General Corporation Law. At If any such restrictions prohibit or otherwise delay the Closingrepurchase of Restricted Shares hereunder which the Company is otherwise entitled or required to make, the Company agrees may make such repurchases as soon as it is permitted to deliver do so. (iv) In the event that any Restricted Shares are repurchased pursuant to each this Section 3(b), such Stockholder and his or her successors and assigns shall, at the Company's expense, take all reasonable steps to obtain all required third-party, governmental and regulatory consents and approvals and take all other reasonable actions necessary to facilitate consummation of the Sellers, by wire transfer of immediately available funds, to an account designated such repurchase in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.a timely manner.

Repurchase. (a) At the Closing (as defined below), subject Subject to the satisfaction or waiver of the conditions and to the terms set forth in paragraph 1(b)) and 1(c) below, each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Share Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place at 10:00 AM Eastern time, on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPNovember 14, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇2024, or at such other time and place date as may be is agreed upon to in writing by the Company and the SellersSeller (such date, the “Closing Date”). At the Closing, the Company Seller hereby agrees to transfer, assign, sell, convey and deliver to each the Company all of its right, title and interest in and to the Purchased Shares, free and clear of all liens, encumbrances or other security interests (other than (i) transfer restrictions under applicable securities laws and (ii) those arising from acts of the SellersCompany), and the Company hereby agrees to purchase and acquire from the Seller the Purchased Shares, in each case for a price per Purchased Share equal to the lesser of (i) the price per share received by the Seller for the sale of the 144 Shares in the 144 Block Trade and (ii) $49.00 (as applicable, the “Per Share Purchase Price”). The number of Purchased Shares shall be rounded down to the nearest whole share, so as to result in a purchase price below but as near as possible to $100,000,000. (b) The obligation of the Company to purchase the Purchased Shares from the Seller for the Purchase Price (as defined below) shall be subject to (i) the consummation of the 144 Block Trade, (ii) the representations and warranties of the Seller set forth herein being true and correct in all material respects as of the Closing, (iii) the transactions contemplated hereby not having been restrained, enjoined or otherwise prohibited or made illegal by any applicable laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders or decrees (each, a “Law”) or any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator and any self-regulatory organization (each, a “Governmental Authority”) and (iv) the parties entering into an indemnity agreement satisfactory to the parties. ​ ​ ​ ​ (c) The obligation of the Seller to sell the Purchased Shares to the Company for the Purchase Price shall be subject to (i) the consummation of the 144 Block Trade, (ii) the representations and warranties of the Company set forth herein being true and correct in all material respects as of the Closing, (iii) the transactions contemplated hereby not having been restrained, enjoined or otherwise prohibited or made illegal by any applicable Law or Governmental Authority and (iv) the parties entering into an indemnity agreement satisfactory to the parties. (d) At the Closing, the Seller shall deliver, or cause to be delivered, all of its right, title and interest in and to the Purchased Shares to the Company’s account at Equiniti Trust Company, LLC via the Depository Trust Company’s Deposit and Withdrawal at Custodian (“DWAC”) service (or by way of any other appropriate method agreed in writing by the Company and the Seller), together, in each case, with any other documentation reasonably requested by the Company and reasonably necessary to transfer to the Company the right, title and interest in and to the Purchased Shares. On the Closing Date and substantially concurrently with receipt of the Purchased Shares, the Company shall pay to the Seller by wire transfer of immediately available funds, funds to an account designated or accounts specified prior to the Closing Date by the Seller in writing by each Sellerwriting, an amount of U.S. dollars equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller $100,000,000, subject to rounding as set forth on in Section 1(a) (the attached Schedule A.“Purchase Price”).

Repurchase. (a) At the Closing (as defined below), subject Subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b)) below, each Seller the Company hereby transfersagrees to purchase from FTB, assigns, sells, conveys and delivers FTB hereby agrees to sell to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The at a per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Company’s Class A Common Stock on the NYSE New York Stock Exchange on March 10November 21, 2017 2016 (the “Per Share Purchase Price”). (b) The obligations obligation of the Company to purchase the Repurchase Shares and the obligation of FTB to sell the Repurchase Shares in the Repurchase shall be subject to to: (i) the conversion delivery of a subscription - net exercise notice by FTB to Vantiv Holding for the number of shares of Preferred Stock set forth on Schedule A hereto into remaining Class C Units issuable under the number of Repurchase Shares set forth on Schedule A hereto, Warrant; (ii) the delivery by FTB to Vantiv Holding of an Election of Exchange pursuant to the Exchange Agreement with respect to the Class C Units to be received in the Class C Exchange; it being understood that the Company will issue shares of Class A Common Stock in the Class C Exchange and will not elect to make a Cash Exchange Payment (as defined in the Exchange Agreement); and (iii) the execution of the Underwriting Agreement by the Company, Vantiv Holding, FTB and the Underwriter, on the date of pricing of the Public Offering, and the closing of the Public Offering pursuant to the related terms of the Underwriting Agreement to be entered into by and among no later than 15 business days from the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)date hereof. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as simultaneously with the closing of the Public Offering at the offices of Weil, Gotshal & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇counsel for the Company, or at such other time and place as may be agreed upon by the Company and the SellersFTB. At the Closing, FTB shall deliver to the Company or as instructed by the Company duly executed stock powers relating to the Repurchase Shares, as applicable, and the Company agrees to deliver to each of the Sellers, FTB by wire transfer of in immediately available funds, funds to an the account designated in writing specified by each Seller, FTB an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.850,000.

Repurchase. (a) At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfersSeller, assignsseverally and not jointly, sellsagrees to transfer, conveys assign, sell, convey and delivers deliver a number of Common Shares equal to the Company, and the Company hereby purchases from such Seller, ’s pro rata portion of the number of shares of Common Stock Repurchase Shares as set forth opposite such Seller’s name on Schedule A hereto (collectively1, to the “Company, and the Company hereby agrees to purchase such Repurchase Shares”). The Shares from such Seller at the per share purchase price for each Repurchase Share shall be equal at which the Sellers sell the Underwritten Shares to the closing sale price or, if no closing sale price is reported, underwriters in the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 Public Offering (the “Per Share Purchase Price”); provided that, the number of shares to be sold by each Seller shall be equitably adjusted to avoid fractional shares. (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into an underwriting agreement by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and no later than six (iii6) business days from the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)date hereof. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on upon the same day as the closing of Closing Date (as defined in the Public Offering definitive Underwriting Agreement) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPthe Company in Vernon Hills, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Illinois, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, each Seller shall deliver to the Company or as instructed by the Company duly executed stock powers relating to the Repurchase Shares sold by such Seller, as applicable, and the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an Seller a dollar amount equal to the product of the Per Share Purchase Price multiplied by and the aggregate number of Repurchase Shares sold by such Seller by wire transfer of the respective Seller as set forth on the attached Schedule A.immediately available funds.

Repurchase. (a) At On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), subject the Seller agrees to transfer, assign, sell, convey and deliver to the satisfaction of Company the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers to the Company, and the Company hereby purchases from such Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 $3,162.50 (the “Per Share Purchase Price”). (b) . The obligations of the Company hereby agrees to purchase the Repurchase Shares shall be subject to (i) from the conversion Seller at the Per Share Purchase Price and in an aggregate amount of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein $557,080,700.00 (the “Underwriting AgreementPurchase Price”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (cb) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place by conference call at 9:00 a.m. eastern time on the same day October 10, 2023, or on such other date and time as the closing of parties agree in writing. In accordance with the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time wire instructions set forth on Exhibit A hereto and place as may be agreed upon completed IRS Form W-9 previously provided by the Company and Seller to the Sellers. At Company, payment for the Closing, the Company agrees to deliver to each of the Sellers, Repurchase Shares shall be made by wire transfer of immediately available funds, funds to an the account designated specified by the Seller on Exhibit A in writing by each Seller, an amount equal to the product Purchase Price. Transfer taxes payable in connection with the sale of such Repurchase Shares, if any, shall be paid by the Seller. (c) By executing this Agreement, the Seller hereby instructs and directs the Company, and the officers thereof, to, at the Closing, reflect the transfer, assignment, sale, conveyance and delivery of the Per Share Purchase Price multiplied Repurchase Shares and the simultaneous retirement of the Repurchase Shares by the aggregate number of Company in connection therewith, in all cases contemplated by, and in accordance with, this Agreement. At the Closing (i) in accordance with the preceding sentence, Seller shall take any and all additional action necessary to cause the Repurchase Shares to be transferred, assigned, sold, conveyed and delivered to the Company, (ii) the Company shall take any and all action necessary such that, upon consummation of the respective Repurchase, the Repurchase Shares shall assume the status of authorized and unissued shares of Common Stock, and (iii) the Company shall pay to Seller as set forth on the attached Schedule A.Purchase Price.

Repurchase. (a) At Subject to the terms and conditions of this Agreement, at the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraph 1(b), each Seller hereby transfers, assigns, sells, conveys and delivers Selling Stockholder shall sell to the Company, and the Company hereby purchases shall purchase, acquire and accept from such Sellerthe Selling Stockholder, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share ) equal to an aggregate purchase price for each Repurchase of approximately (i) if the Per Share shall be Purchase Price is equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE New York Stock Exchange on March 10, 2017 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 obligations of the Company and the Selling Stockholder to purchase consummate the Repurchase Shares transactions contemplated by this Agreement shall be subject to (i) the conversion consummation, at or prior to the Closing, of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Rule 144 Sale. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on upon the same day as the closing of the Public Offering Rule 144 Sale at the offices of M▇▇▇▇▇, ▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the SellersSelling Stockholder. At the Closing, the Selling Stockholder shall deliver to the Company the Repurchase Shares, and the Company agrees to deliver to each of the Sellers, Selling Stockholder by wire transfer of immediately available funds, to an account designated funds that the Selling Stockholder shall designate in writing by each Seller, an amount equal at least two business days prior to the product of Closing the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of being sold by the respective Seller as set forth on Selling Stockholder (the attached Schedule A.“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) below, the Sellers hereby agree to transfer, assign, sell, convey and deliver to the Company 100% of their right, title, and interest in and to a number of shares equal to the number of shares of Common Stock sold by the Sellers in the Public Offering (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the per share price at which the Sellers sell 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 $450 million, the number of Repurchase Shares shall be reduced to be equal to (i) $450 million 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 paragraph paragraphs 1(b) and 1(c), each Seller, severally and not jointly, agrees to transfer, assign, sell, convey and deliver that number of Repurchase Shares equal to the number of shares sold by such Seller hereby transfersin the Public Offering (as adjusted to reflect any reduction in the aggregate number of Repurchase Shares in accordance with the immediately preceding sentence, assignswhich reduction, sellsif any, conveys and delivers shall be made amongst all Sellers on a Pro Rata Basis) to the Company, and the Company hereby purchases agrees to purchase such Repurchase Shares from such Seller, Seller at the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of . “Pro Rata Basis” shall mean the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the relative number of shares of Preferred Stock set forth on Schedule A hereto into being sold by the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of Seller in the Public Offering pursuant compared to the related Underwriting Agreement total shares to be entered into sold by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of in the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.Offering.

Repurchase. (a) At the Closing (as defined below), subject to the satisfaction of the conditions and to On the terms and conditions set forth in paragraph 1(b)this Purchase Agreement, each Seller hereby transfers, assigns, sells, conveys shall sell and delivers transfer to the Company, Parent shall cause Seller to sell and transfer to the Company and the Company hereby purchases shall purchase from such the Seller, the number of shares of Common Stock set forth opposite such Seller’s name on Schedule A hereto (collectively, the “Repurchase 5,000,000 Ordinary Shares”). The per share purchase price for each Repurchase Ordinary Share shall be equal purchased pursuant to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 this Purchase Agreement (the “Per Repurchased Shares”) shall be the public offering price per Ordinary Share Purchase received by the underwriters (the “Repurchase Price”) in the secondary offering of the Seller’s Ordinary Shares made concurrently (i.e. on or around the same date) with the sale and purchase under this Agreement (the “Secondary Offering”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions by the Board and the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion notice, and the Sellers and the Company shall take all other actions required to effect the conversion of the Preferred Stock as contemplated by this Section 1(b). (c) The closing of the sale of the Repurchase Repurchased Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other date and time and place as may be agreed upon by the Seller, the Company and the SellersParent. At the Closingclosing, Seller shall deliver to the Company agrees all right, title and interest in and to deliver the Repurchased Shares, free and clear of all liens, claims, security interests and other encumbrances and the Company shall pay to each of the Sellers, Seller the aggregate Repurchase Price in immediately available funds by wire transfer of immediately available funds, to an account designated in writing accordance with instructions provided by each SellerSeller or Parent. The Seller shall (including, an amount equal without limitation, by liaising with Computershare Trust Company, N.A. (or its successor or assign) as depositary, transfer agent and registrar of the Company (the “Depositary”) and executing such documents as the Depositary may require for the purpose), subject to and in accordance with the customary requirements and procedures of the Depositary applicable to such transaction, procure that any Ordinary Share to be sold by the Seller to the product Company is transmitted or delivered so that the custodial receipt representing such Ordinary Share is surrendered and cancelled and the Company receives the Ordinary Share in record form. (c) For the purposes of section 696 of CA 2006, the name of the Per Share member holding Ordinary Shares to which this Purchase Price multiplied by Agreement relates is Computershare Nominees Limited, which acts as nominee for the aggregate number Depositary. (d) No sale or purchase of Repurchase Ordinary Shares may occur pursuant to this Purchase Agreement following five years from the date of the respective Seller as set forth on the attached Schedule A.Resolution which approves this form of Purchase Agreement, in accordance with section 694 CA 2006.

Repurchase. (a) At any time after the Closing occurrence of a Repurchase Event (as defined below) (i) at the request of the Holder, delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), subject Issuer (or any successor thereto) shall repurchase the Option from the Holder at a price (the "Option Repurchase Price") equal to the satisfaction amount by which (A) the market/offer price (as defined below) exceeds (B) the Option Price, multiplied by the number of shares for which this Option may then be exercised and (ii) at the request of the conditions and owner of Option Shares from time to time (the "Owner"), delivered prior to an Exercise Termination Event (or such later period as provided in Section 10), Issuer (or any successor thereto) shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the "Option Share Repurchase Price") equal to the terms set forth market/offer price multiplied by the number of Option Shares so designated. The term "market/offer price" shall mean the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to any agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in paragraph 1(b)the event of a sale of all or any substantial part of Issuer's assets or business operations, each Seller hereby transfersthe sum of the net price paid in such sale for such assets or business operations and the current market value of the remaining assets or business operations of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, assigns, sells, conveys and delivers to as the Companycase may be, and the Company hereby purchases from such Sellerreasonably acceptable to Issuer, divided by the number of shares of Common Stock set forth opposite of Issuer outstanding at the time of such Seller’s name on Schedule A hereto (collectivelysale. In determining the market/offer price, the “Repurchase Shares”). The per share purchase price for each Repurchase Share value of consideration other than cash shall be equal to the closing sale price or, if no closing sale price is reported, the last reported sale price, of the shares of the Common Stock on the NYSE on March 10, 2017 (the “Per Share Purchase Price”). (b) The obligations of the Company to purchase the Repurchase Shares shall be subject to (i) the conversion of the number of shares of Preferred Stock set forth on Schedule A hereto into the number of Repurchase Shares set forth on Schedule A hereto, (ii) the closing of the Public Offering pursuant to the related Underwriting Agreement to be entered into determined by and among the Company, the Sellers and the underwriters named therein (the “Underwriting Agreement”) and (iii) the ratification of the Repurchase and related transactions a nationally recognized investment banking firm selected by the Board and Holder or Owner, as the Committee on Directors and Governance of the Board under the Company’s Related Person Transactions Policy. Prior to the Closing, the Sellers shall deliver a conversion noticecase may be, and the Sellers and the Company shall take all other actions required reasonably acceptable to effect the conversion of the Preferred Stock as contemplated by this Section 1(b)Issuer. (c) The closing of the sale of the Repurchase Shares (the “Closing”) shall take place on the same day as the closing of the Public Offering at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as may be agreed upon by the Company and the Sellers. At the Closing, the Company agrees to deliver to each of the Sellers, by wire transfer of immediately available funds, to an account designated in writing by each Seller, an amount equal to the product of the Per Share Purchase Price multiplied by the aggregate number of Repurchase Shares of the respective Seller as set forth on the attached Schedule A.