Common use of Call Option Clause in Contracts

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of ServicesServices (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Units held by such Management Member Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management MemberMember (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination EventEvent and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination EventEvent and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.

Call Option. (a) If If, prior to a Management Member's Services to Sale of the Company, Executive’s service with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services, any Units held by such Management Member purchase for a period of 60 days (subject to extension as provided below) immediately following commencing on the Termination Date and ending on the later of (AI) the date of 90 days following the Termination Event Date and (BII) 211 days following the date that is six Closing Date (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Membermember of the Executive Group (it being understood that if Units subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Units subject to repurchase hereunder at the lower price), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated terminates due to the Disability or death of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason;Cause; or (iii) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for CauseCause or (B) by Executive for any other reason not set forth in Section 4.1(a)(i) or Section 4.1(a)(ii). (b) If on the 61st day following Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the date Company shall, not later than 30 days prior to the end of the Termination EventCall Period, send written notice to each member of the Executive Group of its intention to purchase all or a portion of the Units, specifying the number of Units to be purchased (the “Call Notice”). The closing of the purchase shall take place at the principal office of the Company has not purchased all or one of its Subsidiaries on a date specified by the Company no later than the 30th day after the giving of the Call Notice. (c) In the event of a terminated Management Member's Units, and purchase by the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d4.1(a), the Company purchase price shall on or before the 61st day provide written notice to the Investor Groups of be: (i) its decision not with respect to a purchase some of all or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all portion of the Units (whether vested or unvested), in the "Eligible Units") then held by such Management Member at case of a termination of service described in Section 4.1(a)(iii)(A), a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; (ii) with respect to a purchase of all or any portion of the Termination Event. Upon receipt Unvested Units, in the case of a termination of service described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Unvested Unit equal to the lesser of (A) Fair Market Value (measured as of the written notice described above, each Investor Group desiring date the Unvested Units are repurchased) and (B) Cost; and (iii) with respect to a purchase Units shall within 45 days of receipt all or any portion of the Company's notice provide written notice Vested Units, in the case of a termination of service described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Vested Unit equal to the Company, specifying that such Investor Group is willing to purchase either Fair Market Value (i) its pro rata share measured as of the Eligible date the Unvested Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groupsare repurchased),.

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i1) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii2) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii3) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii) a price per Unit equal to the most recently determined Fair Market Value, and (ii) in the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) Fair Market Value and (2)

Call Option. (a) If a Management Member's ’s Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "“Termination Event"”), the Company shall have the right but not the obligation to purchase, from time to time after such termination of ServicesServices (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Units held by such Management Member Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members’ Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "“First Purchase Date"”), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management MemberMember (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination EventEvent and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's ’s Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's ’s Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "“Eligible Units"”) then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' ’ rights to purchase such Eligible Units and each Management Member's ’s corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination EventEvent and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's ’s notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group’s pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups’ respective notices, the Company will notify the Management Member of the Investor Group(s)’ elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a “Units Buyer”), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.

Call Option. (a) If If, prior to a Management Member's Services to Sale of the Company, Executive’s service with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services, any Units held by such Management Member purchase for a period of 60 days (subject to extension as provided below) immediately following commencing on the Termination Date, and ending on the later of (AI) the date of 90 days following the Termination Event Date, and (BII) 211 days following the date that is six Purchase Date (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Membermember of the Executive Group, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated terminates due to the Disability or death of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason;Cause; or (iii) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for CauseCause or (B) by Executive for any other reason not set forth in Section 4.1(a)(i) or Section 4.1(a)(ii). (b) If on the 61st day following Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the date Company shall, not later than 30 days prior to the end of the Termination EventCall Period, send written notice to each member of the Executive Group of its intention to purchase all or a portion of the Units, specifying the number of Units to be purchased (the “Call Notice”). The closing of the purchase shall take place at the principal office of the Company has not purchased all or one of its Subsidiaries on a date specified by the Company no later than the 30th day after the giving of the Call Notice. (c) In the event of a terminated Management Member's Units, and purchase by the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d4.1(a), the Company purchase price with respect to a purchase of all or any portion of the Units shall on or before the 61st day provide written notice to the Investor Groups of be: (i) its decision not to purchase some or all (x) in the case of such Units and (ii) the number a termination of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(sservice described in Section 4.1(a)(iii)(A), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; and (ii) in the case of a termination of service described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Unit equal to Fair Market Value (measured as of the Termination Event. Upon receipt of date the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groupsare repurchased),.

Call Option. (a) If If, prior to a Management Member's Services to Sale of the Company, (x) Executive’s employment with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below or (each such event a "Termination Event")y) if Executive engages in Competitive Activity, the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services, any Units held by such Management Member purchase for a period of 60 days (subject to extension commencing on the Termination Date or the Activity Date, as provided below) immediately following applicable, and ending on the later of (AI) the date of 90 days following the Termination Event Date or the Activity Date, as applicable, and (BII) 211 days following the date that is six Closing Date (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Membermember of the Executive Group, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability or death of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member Executive for any reason;Good Reason; or (iii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for CauseCause or (B) by Executive for any other reason not set forth in Section 4.1(a)(i) or Section 4.1(a)(ii). (b) If on the 61st day following Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the date Company shall, not later than 30 days prior to the end of the Termination EventCall Period, send written notice to each member of the Executive Group of its intention to purchase all or a portion of the Units, specifying the number of Units to be purchased (the “Call Notice”). The closing of the purchase shall take place at the principal office of the Company has not purchased all or one of its Subsidiaries on a date specified by the Company no later than the 30th day after the giving of the Call Notice. (c) In the event of a terminated Management Member's Units, and purchase by the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d4.1(a), the Company purchase price shall on or before the 61st day provide written notice to the Investor Groups of be: (i) its decision not with respect to a purchase some of all or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all portion of the Units (whether vested or unvested), in the "Eligible Units"case of a termination of employment described in Section 4.1(a)(iii)(A) then held by such Management Member at or if Executive engages in Competitive Activity, a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; (ii) with respect to a purchase of all or any portion of the Termination Event. Upon receipt Unvested Units, in the case of a termination of employment described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Unvested Unit equal to the lesser of (A) Fair Market Value (measured as of the written notice described above, each Investor Group desiring date the Unvested Units are repurchased) and (B) Cost; and (iii) with respect to a purchase Units shall within 45 days of receipt all or any portion of the Company's notice provide written notice Vested Units, in the case of a termination of employment described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Vested Unit equal to the Company, specifying that such Investor Group is willing to purchase either Fair Market Value (i) its pro rata share measured as of the Eligible date the Unvested Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groupsare repurchased),.

Call Option. (a) If a Management Member's ’s Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "“Termination Event"”), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "“First Purchase Date"”), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's ’s Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's ’s Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "“Eligible Units"”) then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' ’ rights to purchase such Eligible Units and each Management Member's ’s corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's ’s notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),

Call Option. (a) If a Management Member's ’s Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "‘‘Termination Event"’’), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "‘‘First Purchase Date"’’), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's ’s Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's ’s Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "‘‘Eligible Units"’’) then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' ’ rights to purchase such Eligible Units and each Management Member's ’s corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's ’s notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group’s pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups’ respective notices, the Company will notify the Management Member of the Investor Group(s)’ elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a ‘‘Units Buyer’’), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii) a price per Unit equal to the most recently determined Fair Market Value, and (ii) in the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) Fair Market Value and (2)

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii) a price per Unit equal to the most recently determined Fair Market Value, and (ii) in the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) Fair Market Value and (2)

Call Option. 9.2.1 At any time from and after January 1, 2004 (abut in no event prior thereto), should either Global or LaBa▇▇▇ (▇▇e "Initiating Member") If a Management Member's Services desire to the Company or any Subsidiary terminate for any purchase all, but not less than all, of the reasons set forth in clauses Membership Units owned by the other of the aforenamed Members (i), (ii) or (iii) below (each such event a the "Termination EventTarget Member"), the Initiating Member shall make a written offer (the "Offer") to the Target Member to purchase the Membership Units owned by the Target Member for the Market Value thereof. If at any time during the term of this Agreement, should either Global or LaBa▇▇▇ ▇▇▇se to be a Member of the Company shall have upon the right happening of any event set forth in Section 11.1, and if LaBa▇▇▇ ▇▇ Global, respectively, (also the "Initiating Member") then desires to purchase all, but not less than all, of the obligation Membership Units owned by the other of the aforenamed Members (also the "Target Member"), the Initiating Member shall make a written offer (also an "Offer") to purchase, from time the Target Member to time after such termination of Services, any purchase the Membership Units held owned by such Management the Target Member for a the Market Value thereof. Such Offer shall be irrevocable except as otherwise provided herein. During the thirty (30) day period of 60 days (subject to extension as provided below) immediately following the later of (A) from and after the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which Target Member's receipt of such Management Member acquired such Unit (the later of (A) and (B)Offer, the "First Purchase Date"), Target Member and such Management the Initiating Member shall be required to sell to discuss the determination of the Market Value of the Target Member's Membership Units in the Company. If during such thirty day period, the Target Member and the Initiating Member agree in writing upon the Market Value of the Target Member's Membership Units in the Company, any or then the Initiating Member shall purchase and the Target Member shall sell all of Membership Units in the Company owned by the Target Member for the Market Value so determined all as provided hereunder. If during such Units then held by such Management Memberthirty day period, at a price per Unit equal the Target Member and the Initiating Member are unable to agree as to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Market Value of the Target Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Membership Units, and then the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), Market Value of each Membership Unit in the Company shall on or before be determined in the 61st day provide written notice to manner and under the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to process provided under Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),15.4.26

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata PRO RATA share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group's PRO RATA share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a PRO RATA basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii) a price per Unit equal to the most recently determined Fair Market Value, and (ii) in the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) Fair Market Value and (2)