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. "

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. "Issuer.

Repurchase. (aIn the event any representation or warranty under Section 2.03(a) Executive's unvested Incentive Equity will be subject is not true and correct as of the date specified therein with respect 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 any Receivable or Account and 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 contraryBuyer is, in connection therewith, required to purchase such Receivable or all Receivables in such Account pursuant to Section 2.04(a) of the event that Executive's employment is terminated for any reason including due Pooling and Servicing Agreement, then, within 30 days (or such longer period as may be agreed to death or Disability (but other than by the Executive without Good ReasonBuyer) and (i) at of the earlier to occur of the discovery of any such event by the Seller 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)Buyer, or (ii) at receipt by the Seller or within six months prior the Buyer of written notice of any such event given by the Trustee or any Enhancement Providers, the Seller shall repurchase the Receivable or Receivables of which the Buyer is required 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 accept reassignment pursuant to the foregoing sentence will be suspended Pooling and if any Servicing Agreement on the Business Day preceding the Distribution Date on which such transaction reassignment is consummated then Executive's unvested Incentive Equity to occur. The Seller shall immediately prior purchase each such Receivable by making a payment to the consummation of Buyer in immediately available funds on the Business Day preceding the Distribution Date on which such transaction become fully vested and all distributions that would have been payable reassignment is 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 occur in an amount equal to the prime rate 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 at the time of each such distribution, at such time (and any repurchase by Holdings conveyance 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 Receivables pursuant to this Section. The obligation of the Seller to repurchase option, during such suspension and prior to any such vesting hereunder, distributions that would have been payable Receivable shall constitute the sole remedy respecting the event giving rise to Executive such obligation available to the Buyer and to the Certificateholders (or the Trustee on account behalf 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. "Certificateholders).

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 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 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, (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. "Issuer.

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 is a director of the Board or any reason including due director of the Board is appointed by such Founder, such Founder or the director appointed by such Founder shall abstain from voting with respect to death or Disability (but other than such determination. For the avoidance of doubt, upon the exercise of the Repurchase Option by the Executive Company, the equity interests of 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 Person designated by the Company and approved by the Majority Preferred Directors, at the lowest price that are permitted by the applicable Law (each such transfer, the “Onshore Transfer”), and such 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 Good Reason) any delay take all actions necessary to cause each of such PRC Companies to complete the Onshore Transfer, and such Founder shall: (i) at vote or prior give his/her written consent with respect to all equity interests of such termination Holdings has entered into an agreement PRC Companies directly or agreements regarding a transaction 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 has publicly announced its intention to consummate a transaction (including, but not limited to, a public announcement impair the consummation of an intention to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event (as defined in the LOI), or Onshore Transfer; (ii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to 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 the Onshore Transfer; (iii) transfer equity interests of employment such PRC Companies directly or indirectly held by him/her which shall be governed in proportion to the Unreleased Repurchase Shares that are repurchased by Section 5.3(b)), it being understood the Company hereto to a Person designated by the Company and agreed that, upon exercise approved by the Majority Preferred Directors; (iv) adjust the composition of the repurchase optionboard of each of the Group Companies, during such suspension and prior (v) take all actions necessary to any such vesting hereunder, distributions that would have been payable to Executive on account consummate the Onshore Transfer and adjustment of such unvested Incentive Equity shall not be for the account composition of Executive unless and until such Incentive Equity shall become vested; provided that if none the board of such transactions is consummated within two years after Executive's termination each 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. "the Group Companies.

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. "“

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. "each

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) Holder or Owner, as the case may be, and (i) at or prior reasonably acceptable 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. "Issuer.

Repurchase. A. It is understood and agreed that the (A) representations, warranties and covenants set forth in Section VI.A. and VI.B. (1), (2), (3), and (4), shall survive for a period of three (3) years following the Closing Date and (B) the remaining representations warranties and covenants set forth in Section VI.B shall survive for a period of two (2) years following the Closing Date. In the event of Seller's breach of a representation, warranty or covenant set forth in Section VI hereof, which breach materially and adversely affects the value of a Loan or Purchaser's liability with respect to such Loan (a "Material Breach"), Seller shall, at Purchaser's option, repurchase such Loan at a repurchase price (the "Repurchase Price") equal to an amount equal to (a) Executive's unvested Incentive Equity will the Purchase Price paid by Purchaser for such Loan, together with all accrued and unpaid interest on such Loan at the related Interest Rate or default rate (if applicable) to but not including the date of repurchase, minus (b) all payments of principal received by, or on behalf of, Purchaser in connection with such Loan. Purchaser shall promptly notify Seller of a Material Breach, with such notice to be subject to repurchase in whole by Holdings, at its option (which option to repurchase must be elected given in writing by Holdings within ten not more than thirty (30) days of termination and, subject to such repurchase option being suspended as provided below, consummation after Purchaser gains knowledge of such Material Breach (the "Breach Notice"). Any 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) a Loan 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 Loans pursuant to the foregoing sentence will provisions of this Section VII shall occur on a date designated by Purchaser (which in any event shall not be suspended later than thirty (30) days following delivery of the Breach Notice) and if any shall be accomplished by wire transfer of immediately available federal funds on the repurchase date to an account designated by Purchaser. Seller and Purchaser acknowledge that time is of the essence with respect to the timing of such transaction is consummated then Executive's unvested Incentive Equity notice and repurchase date. Purchaser shall release its interest in the Loan promptly upon its receipt of the Repurchase Price and shall immediately execute all transfer and assignment documents, in each case without recourse, representation or warranty of any kind, necessary to effect the reconveyance of such Loan to Seller, which documents shall be prepared by Seller at its expense and shall be reasonably acceptable to Purchaser. Notwithstanding the fact that a representation, warranty or covenant contained in Section VI hereof may be limited to Seller's knowledge, such limitation shall not relieve the Seller of its repurchase obligation under this Section VII. Except as described below, if Purchaser renews a Loan or consents to a material modification of the terms of the Loan or the related Collateral for such Loan (other than a renewal or modification approved by Seller prior to the consummation Closing Date), the Seller thereafter will have no liability or obligation to Purchaser to pay the Repurchase Price with respect to any Material Breach (other than a Material Breach arising due to a breach of Section VI.B (8) or (23)); provided, that Seller shall cooperate in all reasonable respects and in a timely manner with Purchaser to cure such transaction become fully vested Material Breach. However, notwithstanding the foregoing, the parties acknowledge that for the purposes of this Section VII: any renewal of a Loan within six months following the Closing Date shall not constitute a renewal of the Loan, provided (i) the amount of the Loan is not increased and all distributions that would have been payable (ii) there is no modification of the terms of the Loan or the related Collateral for such loan. A modification or amendment solely limited 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 adjustment 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 constitute a Liquidity Event, then Holdings' above repurchase rights shall be reinstated. "Loan Renewal.

Repurchase. (a) Executive's unvested Incentive Equity will be subject If the Offering is consummated, Patina hereby agrees to repurchase in whole purchase from SOCO, and SOCO agrees to sell to Patina, all the Shares owned 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 SOCO at the time of termination if Executive ceases to be employed by Holdings the consummation of the Offering (the "Closing") except 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) those Shares that are sold by SOCO to the underwriters at or prior the Closing and (ii) the 70,000 Shares that SOCO is required to transfer to the Investors pursuant to the Stock Option Agreement (as amended) with such termination Holdings Investors. 1 42 (b) (Section 2(b) has entered into an agreement or agreements regarding been left blank intentionally) (c) Any Shares required to be repurchased by Patina pursuant to this Section 2 shall be repurchased for a transaction or has publicly announced its intention purchase price equal to consummate a transaction (includingthe public offering price in the Offering less underwriters' discounts and commissions, in each case as shown on the cover page of the final prospectus for the Offering, but without any deduction for expenses (the "Net Offering Price"). (d) Notwithstanding the foregoing, upon the occurrence of a First Reserve Funding Delay, then Patina shall not limited to, be required to purchase a public announcement number of an intention Shares equal to seek to consummate a transaction), which upon consummation would trigger a Liquidity Event the First Reserve Shares until the "Fund VII Amount" (as defined in the LOI)Stock Purchase Agreement) is funded by First Reserve Fund VII, or Limited Partnership (ii"First Reserve") at or within six months prior to such termination is or was in active negotiations regarding a transaction, which and Patina shall pay as additional consideration for the First Reserve Shares interest on the Fund VII Amount based 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 ExecutiveApplicable Rate, with interest on each such distribution at a accruing from the Closing Date until the receipt by SOCO of the Fund VII Amount. (i) The term "Applicable Rate" shall mean an interest rate per annum equal to (A) 1% plus (B) an interest rate per annum shown on page 3750 of the prime Dow Jonex & Xompany Telerate screen or any successor page as the composite offered rate in effect for London interbank deposits with a period equal to one month as shown under the heading "USD", as of 11:00 A.M. (London time) on the day of the Closing; provided that the applicable rate determined pursuant to this definition shall be rounded to the nearest whole multiple of 1/16 of 1% per annum, if such rate is not such a multiple. (ii) A "First Reserve Funding Delay" shall occur if First Reserve shall not have delivered funds to Patina at the time Closing but instead shall have delivered to Patina an irrevocable, unconditional commitment to fund the Fund VII Amount within ten business days after delivery of each the Notice of Issuance in accordance with the Stock Purchase Agreement. (iii) The term "First Reserve Shares" shall mean the maximum number of whole shares of Common Stock that can be purchased with the First Reserve Amount at a purchase price equal to the Net Offering Price. (iv) The term "Notice of Issuance" shall have the meaning set forth in the Stock Purchase Agreement. (e) If and to the extent that the underwriters in the Offering do not exercise any overallotment option (the "Overallotment Option") granted to them by SOCO in such distributiona manner that such exercise can be consummated at the Closing, at then Patina agrees to repurchase any Shares that remain subject to the Overallotment Option, but Patina shall acquire such time Shares subject to such Overallotment Option. (f) Patina represents and warrants that it has sufficient surplus under the Delaware General Corporation Law in order to effect the Repurchase and agrees that it will not take any repurchase by Holdings action that would cause it to cease to have sufficient surplus for such purpose. 3. Conditions to the Obligations of such Incentive Equity the Parties. (a) The obligations of both parties to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions: (i) The registration statement in connection with Executivethe Offering shall have become effective under the Securities Act, and no stop order shall have been issued in connection therewith; and (ii) Patina shall have received sufficient funds from the sale by Patina of capital stock and/or borrowings under Patina's termination existing credit facility to pay the full purchase price under the Repurchase; provided, however, that the occurrence of employment a First Reserve Funding Delay shall be governed by deemed receipt of the Fund VII Amount for purposes of this clause (ii). (b) In addition to the conditions set forth in Section 5.3(b)3(a), it being understood and agreed that, upon exercise the obligations of SOCO to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver of the repurchase optionfollowing conditions: (i) The representations and warranties of Patina contained herein shall be made again as of the Closing, during and such suspension representations and warranties shall be true and correct in all material respects as of 2 43 the date hereof and the Closing, and Patina shall have provided SOCO with an officer's certificate to such effect; (ii) Patina shall have materially complied with its covenants to be complied with under this Agreement and the Registration Rights Agreement prior to any the Closing, and Patina shall have provided SOCO with an officer's certificate to such vesting hereunder, distributions that would have been payable to Executive on account of such unvested Incentive Equity effect; (iii) The Net Offering Price in the Offering shall not be for less than $7.0875 per Share; (iv) The Offering shall have been consummated with respect to at least 5 million Shares on or prior to the account earlier 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 (A) the termination of employmentthe Offering Period (as defined below) and (B) 90 days after July 31, or within 1997; (v) Documents in form reasonably acceptable to SOCO terminating the Business Opportunity Agreement (the "Business Opportunity Agreement") and the Corporate Services Agreement (the "Corporate Services Agreement"), each of which is between SOCO and Patina and each of which is dated as of May 2, 1996, shall have been executed and delivered by Patina, effective as of the Closing; and (vi) A Transition Agreement in such two-year period another transaction is consummated which constitutes a Liquidity Event, then Holdings' above repurchase rights form as shall be reinstatedmutually agreeable to SOCO and Patina in their reasonable judgment shall have been executed by Patina (the "Transition Agreement"), effective as of the Closing. "(c) In addition to the conditions set forth in Section 3(a), the obligations of Patina to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver of the following conditions: (i) SOCO shall have complied with its covenants to be complied with under this Agreement and the Registration Rights Agreement prior to the Closing, and SOCO shall have provided Patina with an officer's certificate to such effect; (ii) John X. Xxxxxx xxx Willxxx X. Xxxxxxx xxxll have tendered their resignations as directors of Patina, effective as of the Closing; (iii) Documents in form reasonably acceptable to Patina terminating the Business Opportunity Agreement and the Corporate Services Agreement shall have been executed and delivered by SOCO, effective as of the Closing; and (iv) The Transition Agreement shall have been executed and delivered by SOCO, effective as of the Closing. 4.