Common use of Repurchase Clause in Contracts

Repurchase. (a) Executive's unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidated.

Repurchase. (ai) Executive's unvested Incentive Equity will If the Participant’s service with the Company terminates for any reason prior to an Initial Public Offering, the Company, the Investors or its or their designee (as applicable, the “Purchaser”) shall have the right (the “Repurchase Right”), but not the obligation, upon delivery of a notice (the “Repurchase Notice”) to the Participant within six (6) months (or any longer period as may be subject required to satisfy applicable accounting rules) after the Participant’s termination date, to repurchase in whole any Units then owned by Holdingsthe Participants (the “Redeemed Units”). (ii) If the Purchaser elects to exercise the Repurchase Right, at its option (which option the repurchase price for Redeemed Units shall be equal to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value per Redeemed Unit as of the termination date. (iii) The aggregate repurchase price for Redeemed Units repurchased pursuant to this Section 6(a) shall be paid in cash in a single lump sum payment at the time closing of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything such repurchase; provided, that the Company may pay the Repurchase Price in this agreement to the contrary, a promissory note bearing interest at prevailing rates in the event that Executive's employment is terminated for the payment of the Repurchase Price in cash would result in a violation described in Section 6(a)(iv) below. (iv) The closing of any reason repurchase of Redeemed Units pursuant to the Repurchase Right shall occur within 30 days after receipt of a Repurchase Notice (the “Closing Period”); provided, that the Purchaser may defer the closing of the repurchase beyond the Closing Period (A) to the extent that the purchase of the Redeemed Units would result (1) in a violation of any applicable law or (2) after giving effect thereto (including due any dividends or other distributions or loans from a subsidiary to death the Company in connection therewith), in an event which would constitute (or Disability with notice or lapse of time or both would constitute) an event of default (but other than by which event of default has not been cured) under or would otherwise violate or breach (x) any financing arrangement of the Executive without Good Reason) Company or any subsidiary in effect as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; and (iy) at any provision of the Company’s or any subsidiary’s constitutional documents (a “Financing Default”), (B) if immediately prior to such termination Holdings has entered into an agreement purchase of the Redeemed Units, there exists a Financing Default which prohibits such purchase (including any dividends or agreements regarding other distributions or loans from a transaction or has publicly announced its intention subsidiary to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined the Company in the LOIconnection therewith), or (iiC) at or within six months prior if the Company does not have sufficient funds available to such termination is or was meet its future expenses as determined by the Board in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise good faith. The closing of the repurchase option, during of Redeemed Units which the Purchaser has elected to defer in accordance with this Section 6(a)(iv) shall take place no later than the tenth business day after such suspension date that the Purchaser is no longer permitted to defer purchasing such Redeemed Units under this Section 6(a)(iv) and shall give the Participant five business days prior to notice of any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidatedpurchase.

Repurchase. (a) Executive's unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in In the event that Executive's employment any representation or warranty under Section 2.03(a) is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) not true and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (correct as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, date specified therein with respect to any securityReceivable or Account and the Buyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to by the Buyer) of the earlier to occur of the discovery 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 amount that would be paid Seller shall repurchase the Receivable or Receivables of which the Buyer is required to accept reassignment pursuant to the holder thereof Pooling and Servicing Agreement on the Business Day preceding the Distribution Date on which such reassignment is to occur. The Seller shall purchase each such Receivable by making a payment to the Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase 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 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 Seller to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Seller to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash obligation available to the holdersBuyer and to the Certificateholders (or the Trustee on behalf of Certificateholders), and then Holdings were completely liquidated.

Repurchase. (a) Executive's unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option In the event of a Repurchase Event (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafterhereinafter defined), (i) following a written request of the Holder, delivered prior to an Exercise Termination Event, Issuer (or any successor thereto) shall repurchase the Option from the Holder immediately after the Repurchase Event at a price (the “Option Repurchase Price”) equal to the product of the number of shares for which this Option may then be exercised multiplied by the amount by which (A) the Market/Offer Price (as hereinafter defined) exceeds (B) the Option Price, and (ii) at the lower written request of its original cost the owner of Option Shares from time to time (less the “Owner”), delivered prior to an Exercise Termination Event and within 90 days after the occurrence of a Repurchase Event, Issuer (or any successor thereto) shall repurchase immediately after such request from the Owner 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 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 and not withdrawn, (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, and (iv) in the event of a sale of all amounts distributed or a substantial portion of Issuer’s assets, the sum of the price paid in respect such sale for such assets and the current market value of Executive's unvested Incentive Equity) the remaining assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or its Fair Market Value the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of termination if Executive ceases to such sale. In determining the Market/Offer Price, the value of consideration other than cash shall be employed determined by Holdings for any reason. Notwithstanding anything in this agreement a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidatedIssuer.

Repurchase. (a) Executive's unvested Incentive Equity Provided that no Default or Event of Default has occurred and is continuing, and no Default or Margin Deficit will result therefrom, Seller may voluntarily repurchase, and Buyer shall resell, Purchased Assets without penalty or premium on any Business Day by delivering to Buyer written notice. If Seller intends to make such a repurchase, Seller shall give at least one (1) Business Day’s prior written notice thereof to Buyer, designating the Purchased Assets to be subject to repurchase repurchased. If such notice is given and not subsequently revoked, the amount specified in whole by Holdingssuch notice shall be due and payable on the date specified therein, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to on receipt, such repurchase option being suspended as provided below, consummation of such repurchase must amount shall be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement applied to the contraryRepurchase Price for the designated Purchased Assets. Any repurchase of a Purchased Asset may occur simultaneously with a sale of the Purchased Asset to a third-party investor. (b) Provided that (A) no Default or Event of Default has occurred and is continuing, and no Default or Margin Deficit will result therefrom, and (B) Buyer has received the Repurchase Price in full upon repurchase with respect to any Purchased Asset, Buyer agrees to release its ownership interest hereunder in such Purchased Asset (including the Repurchase Assets related thereto) pursuant to a release letter substantially in a form agreed upon by the parties; provided that, in the event that Executive's employment is terminated of a partial remittance of the Repurchase Price without a request for any reason including due repurchase, such payment will be applied as directed by Seller, or, in the absence of such direction, on a weighted average, pro rata basis to death or Disability the Repurchase Price of all Purchased Assets. (but c) With respect to Principal Payments (other than by such payments of the Executive without Good Reason) and type set forth in clause (i) at of the definition of “Principal Payments”) of a Purchased Asset, Seller agrees to (A) comply with Section 8 of this Agreement, (B) provide Buyer a notice specifying any applicable Purchased Asset that has been prepaid or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction defeased in accordance with the terms of the applicable Purchased Asset, and (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined C) in the LOI)case of defeasance, or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant deliver to the foregoing sentence will be suspended Custodian the defeasance collateral and if any upon such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to delivery the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting Custodian shall be made permitted to Executive, with interest on each such distribution at a rate per annum equal physically release and transfer to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if Servicer all of the assets of Holdings were sold for fair value collateral previously pledged to a willing buyer secure payments in exchange for cash, all respect of the debt and other liabilities not assumed by the buyer were paid Purchased Asset that was defeased. Buyer’s ownership interest in full, all Purchased Assets which have been prepaid or defeased in full shall automatically be released after receipt of evidence of compliance with clauses (A) through (C) of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidatedimmediately preceding sentence.

Repurchase. (a) Executive's unvested Incentive Equity will 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 number of shares of Common Stock as set forth on Schedule I hereto (the “Repurchase Shares”). The per share purchase price for each Repurchase Share shall be subject equal to repurchase the price at which the shares of Common Stock are sold in whole by Holdingsthe Public Offering, at its option less any underwriting discounts and commissions (which option to repurchase must be elected in writing by Holdings within ten days of termination andthe “Per Share Purchase Price”). At the Closing (as defined below), subject to the satisfaction of the terms and conditions set forth herein, each of the Sellers agrees to sell the Repurchase Shares to the Company, and the Company hereby agrees to purchase each such repurchase option being suspended as provided below, consummation Repurchase Share from each of such repurchase must be effected within 80 days thereafter), the Sellers at the lower Per Share Purchase Price. (b) The obligations of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases Sellers to sell and the Company to purchase the Repurchase Shares shall be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and conditioned upon each of: (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement the execution of an intention underwriting agreement by and among the Company, the Sellers and the underwriter(s) named therein related to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event the Public Offering (as defined in the LOI), or “Underwriting Agreement”) within four business days after the date hereof and (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall closing of the Public Offering immediately prior to the consummation Repurchase pursuant to the Underwriting Agreement no later than ten business days from the date of the Underwriting Agreement. (c) The closing of the Repurchase (the “Closing”) shall occur immediately after the closing of the Public Offering, or at such transaction become fully vested other time or place after the Public Offering as may be agreed upon by the Company and all distributions that would have been payable the Sellers. At the Closing, the Sellers shall deliver to Executive on account of such unvested Incentive Equity subsequent the Company or as instructed by the Company duly executed stock powers relating to Executive's termination the Repurchase Shares, as applicable, and prior the Company agrees to such vesting shall be made deliver to Executive, with interest on each such distribution at a rate per annum the Sellers an aggregate dollar amount equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise product of the repurchase option, during such suspension Per Share Purchase Price and prior to any such vesting hereunder, distributions that would have been payable to Executive on account the total number of such unvested Incentive Equity shall not be for the account Repurchase Shares by wire transfer of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidatedimmediately available funds.

Repurchase. Immediately prior to the occurrence of a "Repurchase Event" (aas defined in Section 7(d)), (i) Executive's unvested Incentive Equity will 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 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 subject exercised, and (ii) at the request of the owner of Option Shares from time to repurchase in whole by Holdingstime (the "Owner"), at its option (which option to repurchase must be elected in writing by Holdings delivered within ten 90 days of termination and, subject to the occurrence of such repurchase option being suspended Repurchase Event (or such later period as provided below, consummation of such repurchase must be effected within 80 days thereafterin Section 10), Issuer shall repurchase such number of the Option Shares from the Owner as the Owner shall designate at a price (the lower "Option Share Repurchase Price") equal to the Market/Offer Price multiplied by the number of its original cost Option Shares so designated. The term "Market/Offer Price" shall mean the highest of (less 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 the event of a sale of all amounts distributed or a substantial portion of Issuer's assets, the sum of the price paid in respect such sale for such assets and the current market value of Executive's unvested Incentive Equity) the remaining assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or its Fair Market Value the Owner, as the case may be, and reasonably acceptable to the Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of termination if Executive ceases to such sale. In determining the Market/Offer Price, the value of consideration other than cash shall be employed determined by Holdings for any reason. Notwithstanding anything in this agreement a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidatedIssuer.

Repurchase. In the event that the employment relationship of any Founder or any employee (athe “Early Departing Person”) Executive's unvested Incentive Equity will be subject with the relevant Group Company is voluntarily terminated or terminated for Cause before all the Restricted Shares in respect thereof become released from the repurchase in accordance with Section 1 (the “Early Departure Event”), then the Company shall have the option (the “Repurchase Option”) to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed Restricted Shares in respect of Executive's unvested Incentive Equity) or its Fair Market Value such Early Departing Person that have not yet become released from the repurchase in accordance with Section 1 at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement the Early Departure Event (the “Unreleased Repurchase Shares”) at a per share purchase price (the “Repurchase Price”) equal to the contraryissue price paid for such Restricted Shares by such Early Departing Person. The determination of a termination of the employment of a Founder or an employee by any Group Company or that such termination is either for Cause or without Cause will be made in good faith by the Board of the Company; provided that, in if the event that Executive's Founder whose employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding is a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise director of the repurchase optionBoard or any director of the Board is appointed by such Founder, during such suspension and prior to any Founder or the director appointed by such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity Founder shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof abstain from voting with respect to such security if all determination. For the avoidance of doubt, upon the exercise of the assets Repurchase Option by the Company, the equity interests of Holdings were sold for fair value the Group Companies incorporated in the PRC (the “PRC Companies”) held directly or indirectly by a Founder who is an Early Departing Person, which are in proportion to the Unreleased Repurchase Shares that are repurchased by the Company shall be transferred to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed Person designated by the buyer were paid in fullCompany and approved by the Majority Preferred Directors, all of at the convertible debt and other convertible securities were repaid or converted lowest price that are permitted by the applicable Law (whichever yields more cash to each such transfer, the holders“Onshore Transfer”), and then Holdings were completely liquidatedsuch Onshore Transfer shall be completed concurrently with the consummation of the repurchase of the Unreleased Repurchase Shares. In any such event, upon written request from the Majority Preferred Directors, the Company shall immediately without any delay take all actions necessary to cause each of such PRC Companies to complete the Onshore Transfer, and such Founder shall: (i) vote or give his/her written consent with respect to all equity interests of such PRC Companies directly or indirectly held by him/her, and cause any director of such PRC Companies appointed by him/her to vote, in favor of the Onshore Transfer and in opposition of any proposal that could reasonably be expected to delay or impair the consummation of the Onshore Transfer; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to or in connection with the Onshore Transfer; (iii) transfer equity interests of such PRC Companies directly or indirectly held by him/her which shall be in proportion to the Unreleased Repurchase Shares that are repurchased by the Company hereto to a Person designated by the Company and approved by the Majority Preferred Directors; (iv) adjust the composition of the board of each of the Group Companies, and (v) take all actions necessary to consummate the Onshore Transfer and adjustment of the composition of the board of each of the Group Companies.

Repurchase. (a) Executive's unvested Incentive Equity will be subject On the Repurchase Date for each Purchased Asset (or in connection with repayment in full of a Mortgage Note by the related Underlying Obligor), Seller shall transfer to repurchase Buyer (or, in whole connection with repayment in full of a Mortgage Note by Holdingsthe related Underlying Obligor, at its option (which option to repurchase must be elected in writing by Holdings within ten days Servicer, on Buyer’s behalf) the Repurchase Price for such Purchased Asset as of termination the Repurchase Date, and, subject so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing, (unless the repurchase of such Purchased Asset cures such monetary or material non-monetary Default or such Event of Default or unless such repurchase is as a result of a repayment of the Purchased Asset in full by the Underlying Obligor) Buyer shall transfer to Seller such Purchased Asset whereupon the Transaction with respect to such repurchase option being suspended Purchased Asset shall terminate. So long as provided belowno monetary or material non-monetary Default or any Event of Default has occurred and is continuing, consummation Buyer shall be deemed to have simultaneously released its security interest in such Purchased Asset, shall authorize Custodian, in accordance with the terms of the Custodial Agreement, to release to Seller the Mortgage Loan Documents for such Purchased Asset and, to the extent any UCC financing statement filed against Seller specifically identifies such Purchased Asset, Buyer shall deliver an amendment thereto or termination thereof evidencing the release of such Purchased Asset from ▇▇▇▇▇’s security interest therein. Any such transfer or release shall be without recourse to Buyer and without representation or warranty by Buyer, except that Buyer shall represent to Seller, to the extent that good title was transferred and assigned by Seller to Buyer hereunder on the related Purchase Date, that Buyer is the sole owner of such Purchased Asset, free and clear of any other interests or Liens caused by ▇▇▇▇▇’s actions or inactions. The portion of any Release Amount paid in connection with the repurchase must of a Purchased Asset that is in excess of the then current Repurchase Price of the related Purchased Asset shall be effected within 80 days thereafter), at applied to the lower outstanding Repurchase Obligations in the manner and order specified in the proviso to the definition of its original cost (less all amounts distributed in Release Amount. Any Income with respect to such Purchased Asset received by Buyer or Waterfall Account Bank after payment of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases Repurchase Price therefor shall be remitted to be employed by Holdings for any reasonSeller. Notwithstanding the foregoing, on or before the Facility Termination Date, Seller shall repurchase all Purchased Assets by paying to Buyer or depositing into the Waterfall Account, as applicable, the outstanding Repurchase Price therefor and all other outstanding Repurchase Obligations. (b) In the event the repurchase of a Purchased Asset occurs in connection with the full payoff of a Mortgage Note by the Underlying Obligor, notwithstanding anything set forth in this agreement Section 5.02 to the contrary, in so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing and Buyer has received the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity full Repurchase Price owed in connection with Executive's termination such Purchased Asset (including any Exit Fee and Release Amount), Buyer shall remit to Seller promptly (and, in any event, within five (5) Business Days of employment Buyer’s receipt of the related Income from Servicer) any Income remaining from such Purchased Asset after the payment in full of the related Repurchase Price for the Purchased Asset being repaid. (c) At any time during the existence of a monetary or material non-monetary Default or any Event of Default or any unsatisfied Margin Call, Seller shall be governed by Section 5.3(b)), it being understood permitted to repurchase a Purchased Asset and agreed that, upon exercise obtain the release thereof only if Seller satisfies the conditions of the repurchase optionRepurchase Documents in connection therewith and the Repurchase Price (including any Release Amount) for such Purchased Asset is paid directly to Buyer, during such suspension and prior the Excess Amount paid by Seller in connection therewith shall be applied by Buyer to the outstanding Repurchase Obligations in accordance with and subject to the provisos to the definition of Release Amount. (d) For the avoidance of doubt, nothing herein shall prohibit Seller from selling an Asset to Buyer on the Repurchase Date for a Purchased Asset so long as Seller complies with the provisions of Section 3.01 and Buyer consents to the purchase of any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidatedAsset.

Repurchase. (a) Executive's ’s unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's ’s unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive's ’s employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI)Event, or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' ’ repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's ’s unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's ’s termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's ’s termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's ’s termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' ’ above repurchase rights shall be reinstated. "“Fair Market Value" ” shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidated.

Repurchase. (a) Executive's unvested Incentive Equity will be subject At any time after the occurrence of a Repurchase ---------- Event (as defined below) (i) at the request of the Holder, delivered prior to repurchase in whole by Holdings, at its option an Exercise Termination Event (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to or such repurchase option being suspended later period as provided below, consummation of such repurchase must be effected within 80 days thereafterin 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 (ii) at the lower request of its original cost the owner of Option Shares from time to time (less 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 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 the event of a sale of all amounts distributed or any substantial part of Issuer's assets or business operations, the sum of the net price paid in respect such sale for such assets or business operations and the current market value of Executive's unvested Incentive Equity) the remaining assets or its Fair Market Value business operations of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of termination if Executive ceases to be employed by Holdings for any reasonsuch sale. Notwithstanding anything in this agreement to In determining the contrarymarket/offer price, in the event that Executive's employment is terminated for any reason including due to death or Disability (but value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Executive without Good Reason) and (i) at Holder or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (includingOwner, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders)may be, and then Holdings were completely liquidatedreasonably acceptable to Issuer.

Repurchase. (a) Executive's unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in In the event that Executive's employment any representation or warranty under Section 2.3(a) is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) not true and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (correct as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, date specified therein with respect to any securityReceivable or Account and VDF in connection therewith, is required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.4(c) of the Trust Sale and Servicing Agreement, then within 30 days (or such longer period as may be agreed to by VDF) of the earlier to occur of the discovery of any such event by VCI or VDF, or receipt by VCI or VDF of written notice of any such event given by the Owner Trustee, the amount that would be paid Indenture Trustee, any Agent or Enhancement Providers, VCI shall repurchase such Receivable or Receivables which VDF is required to accept reassignment pursuant to the holder thereof Trust Sale and Servicing Agreement on the Business Day preceding the Determination Date on which such reassignment is to occur. VCI shall purchase each such Receivable by making a payment to VDF in immediately available funds on the Business Day preceding the Payment Date on which such reassignment is to occur in an amount equal to the Purchase Price for such Receivable. Upon payment of the Purchase Price, VDF shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to VCI, without recourse, representation or warranty, all the right, title and interest of VDF in and to such Receivable, all Collateral Security and all monies due or to become due with respect thereto and all proceeds thereof. VDF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by VCI to effect the conveyance of such Receivables pursuant to this Section. The obligation of VCI to repurchase any such Receivable shall constitute the sole remedy respecting the event giving rise to such security if all obligation available to VDF, the Trust, the Noteholders and the Residual Interestholder (or the Owner Trustee on behalf of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all Residual Interestholder or the Indenture Trustee on behalf of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holdersNoteholders), and then Holdings were completely liquidated.

Repurchase. (a) Executive's unvested Incentive Equity will be subject At any time after the occurrence of a Repurchase Event (as defined below) (i) at the request of the Holder, delivered prior to repurchase in whole by Holdings, at its option an Exercise Termination Event (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to or such repurchase option being suspended later period as provided below, consummation of such repurchase must be effected within 80 days thereafterin 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 (ii) at the lower request of its original cost the owner of Option Shares from time to time (less 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 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 the event of a sale of all amounts distributed or any substantial part of Issuer's assets or business operations, the sum of the net price paid in respect such sale for such assets or business operations and the current market value of Executive's unvested Incentive Equity) the remaining assets or its Fair Market Value business operations of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of termination if Executive ceases to be employed by Holdings for any reasonsuch sale. Notwithstanding anything in this agreement to In determining the contrarymarket/offer price, in the event that Executive's employment is terminated for any reason including due to death or Disability (but value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Executive without Good Reason) and (i) at Holder or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (includingOwner, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders)may be, and then Holdings were completely liquidatedreasonably acceptable to Issuer.

Repurchase. (a) Executive's unvested Incentive Equity will be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafter), at the lower of its original cost (less all amounts distributed in respect of Executive's unvested Incentive Equity) or its Fair Market Value at the time of termination if Executive ceases to be employed by Holdings for any reason. Notwithstanding anything in this agreement to the contrary, in the event that Executive's employment is terminated for any reason including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidated.each

Repurchase. (a) Executive's unvested Incentive Equity will be On the terms and subject to repurchase the conditions set forth herein, upon the payment in whole full of the Purchase Price to the Holder, the Holder hereby sells, assigns, delivers and transfers to the Company all of its right, title and interest in and to the Repurchase Warrant (collectively, the “Repurchase” and together with the Amendment, the “Transactions”). Simultaneously with the receipt of the Purchase Price, in full, by Holdings, at its option the Holder (which option to repurchase must be elected in writing by Holdings within ten days of termination and, subject to such repurchase option being suspended as provided below, consummation of such repurchase must be effected within 80 days thereafterthe “Purchase Time”), the Repurchase Warrant shall be deemed cancelled and of no further force and effect. (b) The Purchase Price shall be paid in U.S. dollars and immediately available funds as follows: (i) $1 million at the lower closing of its original cost the New Offering and from the proceeds of the New Offering in accordance with the Holder’s written wire instructions incorporated into the flow of funds letter for the New Offering; and (less all amounts distributed ii) $1.5 million by no later than one (1) Business Day after the closing of the New Offering from the cash of the Company in respect of Executive's unvested Incentive Equityaccordance with the Holder’s written wire instructions. (c) or its Fair Market Value at This Agreement shall be deemed to be effective (the “Effective Time”) upon the time of termination if Executive ceases to be employed full execution and delivery by Holdings for any reason. Notwithstanding anything the parties hereto of this Agreement. (d) Until the Purchase Price has been paid in this agreement full to the contraryHolder in accordance herewith and the Repurchase Warrant is cancelled, other than exercise limitations pursuant to Section 1(f)(i) (Beneficial Ownership) thereof, the Repurchase Warrant may be exercised by the Holder without any restriction pursuant to any and all provisions provided for in the event that Executive's employment is terminated for any reason Repurchase Warrant, including due to death or Disability (but other than by the Executive without Good Reason) and (i) at or prior to such termination Holdings has entered into an agreement or agreements regarding a transaction or has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or (ii) at or within six months prior to such termination is or was in active negotiations regarding a transaction, which upon consummation would trigger a Liquidity Event, then in either case Holdings' repurchase right Alternate Net Number calculation pursuant to the foregoing sentence will be suspended and if any such transaction is consummated then Executive's unvested Incentive Equity shall immediately prior to the consummation of such transaction become fully vested and all distributions that would have been payable to Executive on account of such unvested Incentive Equity subsequent to Executive's termination and prior to such vesting shall be made to Executive, with interest on each such distribution at a rate per annum equal to the prime rate in effect at the time of each such distribution, at such time (and any repurchase by Holdings of such Incentive Equity in connection with Executive's termination of employment shall be governed by Section 5.3(b)), it being understood and agreed that, upon exercise of the repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity shall not be for the account of Executive unless and until such Incentive Equity shall become vested; provided that if none of such transactions is consummated within two years after Executive's termination of employment, or within such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Fair Market Value" shall mean, with respect to any security, the amount that would be paid to the holder thereof with respect to such security if all of the assets of Holdings were sold for fair value to a willing buyer in exchange for cash, all of the debt and other liabilities not assumed by the buyer were paid in full, all of the convertible debt and other convertible securities were repaid or converted (whichever yields more cash to the holders), and then Holdings were completely liquidated1(d) thereof.