Common use of Method of Repurchase Clause in Contracts

Method of Repurchase. (a) If the Company elects to exercise its right to require any Management Stockholder to sell Shares pursuant to Section 4.1, the Shares subject to repurchase (collectively, the "Surrendered Shares") shall be repurchased on a date (the "Repurchase Date") no later than 60 days after the date of the Repurchase Notice. On the Repurchase Date, the Management Stockholders selling such Surrendered Shares (collectively, the "Sellers") shall deliver to the Company the certificate or certificates representing the Shares owned by such Sellers on such date, against delivery by the Company to such Sellers of the Repurchase Price in cash; PROVIDED, HOWEVER, that if the Company in good faith determines that its ability to pay all or any portion of the Repurchase Price in cash may be restricted or limited under debt or other agreements to which the Company or any of its subsidiaries is a party, the Company shall issue and deliver a promissory note (a "Payment Note") with the terms set forth in Section 4.2(b). All certificates for Surrendered Shares shall be duly endorsed in favor of the Company by the Seller in whose name such certificate or certificates is registered or accompanied by a duly executed stock or security assignment in favor of the Company with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or the NASD. If any Seller shall fail to deliver such certificate or certificates to the Company within the time required, the Company shall cause its books and records to show that the Surrendered Shares are bound by the provisions of this Section 4.2 and that the Surrendered Shares, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company. (b) Each Payment Note shall: (i) be payable to the order of the Seller, (ii) be issued and dated as of the Repurchase Date applicable to the transfer of the Surrendered Shares by such Seller, (iii) be in a principal amount equal to that portion of the Repurchase Price of such Surrendered Shares that the Company has determined it is unable to pay in cash pursuant to Section 4.2(a), (iv) mature on the earliest to occur of: (A) the first anniversary of the latest date of final maturity of any Indebtedness of the Company, (B) the tenth anniversary of the Repurchase Date applicable thereto, and (C) a sale of all or substantially all of the assets of the Company, a merger, consolidation, exchange or similar combination of the Company with another entity (unless the Company is the surviving entity) or the dissolution, liquidation, bankruptcy or insolvency of the Company, (v) be secured by a pledge of the repurchased Shares, and (vi) provide for the acceleration of payment thereof, to the extent permitted by applicable debt and other agreements, so as to provide level amortization over a five year period. Each Payment Note shall bear interest in respect of the unpaid principal amount of such Payment Note from the Repurchase Date to the maturity date thereof at the rate of interest publicly announced by Bankers Trust (or the bank which is then acting as the agent bank for the Company) in New York City from time to time as its Prime Rate, compounded semi-annually. Interest shall be payable semi-annually in cash, to the extent permitted under debt or other agreements to which the Company or any of its Affiliates is a party, but otherwise shall accrue and be payable at maturity or shall be payable semi-annually in additional Payment Notes. Each Payment Note shall be expressly subordinated to all debt of the Company. Payments on the Payment Notes shall be made in equal proportion among all the holders of Payment Notes. (c) In the event (i) the Odyssey Holders have disposed of Shares constituting more than 33 1/3% of the total number of Original Odyssey Shares and (ii) the Company consummates a public offering of its common stock that is registered under the Securities Act, the Company shall in good faith attempt to repay (out of funds, if any, available for such purpose as determined by the Board in its sole discretion, after taking into consideration the Company's then current and anticipated future financial liquidity needs and such other factors as it deems appropriate) such outstanding principal amount of Payment Notes held by each former Management Stockholder as represents the Repurchase Price of the number of Shares covered by such Payment Notes that such Management Stockholder would have been entitled to include pursuant to Article VI hereof in the registration statement filed by the Company in connection with such public offering had such former Management Stockholder been a Stockholder at the time of the filing thereof.

Method of Repurchase. At least 10 but no more than 20 days prior to the repurchase of any unexercised Warrant pursuant to this Section 10.4, written notice shall be mailed, first class postage prepaid, to each holder of record (aat the close of business on the business day next preceding the day on which notice is given) If of any unexercised Warrant to be repurchased, at the address last shown on the records of the Company elects for such holder, notifying such holder of the repurchase to exercise its right be effected, specifying the number of shares of Common Stock for which the Warrant being repurchased could be exercised (by the payment of the Warrant Price therefor) as of such date, the date and time of such repurchase, the Repurchase Price, and the place at which payment may be obtained, calling upon such holder to require any Management Stockholder surrender to sell Shares the Company, in the manner and place designated, such unexercised Warrants being repurchased pursuant to this Section 10.4; provided, however, that (i) the number of shares of Common Stock for which the Warrant being repurchased could be exercised (by the payment of the Warrant Price therefor) as of such date and (ii) the Repurchase Price, as each is set forth in such notice, shall be estimates only, the actual amounts being determined pursuant to Section 4.110.4(a) or 10.4(b), as applicable, on and as of the date set forth for such repurchase. With respect to Section 10.4(b) above, the Shares subject fair market value of a share of Common Stock (purchasable upon exercise of the Warrants proposed to repurchase (collectively, be repurchased) must equal or exceeded the "Surrendered Shares") shall be repurchased Minimum Fair Market Value on a the date (the "Repurchase Date") no later than 60 days after of such notice as well as on the date of the Repurchase Noticenoticed repurchase for such repurchase to occur. On or after the Repurchase Datedate designated for repurchase, the Management Stockholders selling such Surrendered Shares (collectively, the "Sellers") each holder of Warrants to be repurchased shall deliver surrender to the Company certificates or other documents representing such Warrants, in the certificate or certificates representing manner and at the Shares owned by such Sellers on such dateplace designated in the repurchase notice, against delivery by the Company to such Sellers of and thereupon (i) the Repurchase Price in cash; PROVIDED, HOWEVER, that if the Company in good faith determines that its ability with respect to pay all or any portion of the Repurchase Price in cash may be restricted or limited under debt or other agreements to which the Company or any of its subsidiaries is a party, the Company such repurchased Warrant shall issue and deliver a promissory note (a "Payment Note") with the terms set forth in Section 4.2(b). All certificates for Surrendered Shares shall be duly endorsed in favor of the Company by the Seller in whose name such certificate or certificates is registered or accompanied by a duly executed stock or security assignment in favor of the Company with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or the NASD. If any Seller shall fail to deliver such certificate or certificates to the Company within the time required, the Company shall cause its books and records to show that the Surrendered Shares are bound by the provisions of this Section 4.2 and that the Surrendered Shares, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company. (b) Each Payment Note shall: (i) be payable to the order of the Seller, (ii) holder of record of such Warrant, and each repurchased Warrant shall be cancelled. In the event less than all of the unexercised Warrants represented by any such certificate or other document is repurchased, a new certificate or document shall be issued representing the Warrants to the extent not repurchased. From and dated after the designated repurchase date, unless there shall have been a default in the payment of the Repurchase Price, all rights of the holders of unexercised Warrants designated for repurchase, as holders of such Warrants, shall cease except with respect to the right to receive the Repurchase Price therefor. Any repurchase of Warrants pursuant to this Section 10.4 shall be made pro rata with respect to all holders of record of unexercised Warrants as of the Repurchase Date applicable to the transfer of the Surrendered Shares by such Seller, (iii) be in a principal amount equal to that portion of the Repurchase Price of such Surrendered Shares that the Company has determined it is unable to pay in cash pursuant to Section 4.2(a), (iv) mature on the earliest to occur of: (A) the first anniversary of the latest date of final maturity of any Indebtedness of the Company, (B) the tenth anniversary of the Repurchase Date applicable thereto, and (C) a sale of all or substantially all of the assets of the Company, a merger, consolidation, exchange or similar combination of the Company with another entity (unless the Company is the surviving entity) or the dissolution, liquidation, bankruptcy or insolvency of the Company, (v) be secured by a pledge of the repurchased Shares, and (vi) provide for the acceleration of payment thereof, to the extent permitted by applicable debt and other agreements, so as to provide level amortization over a five year period. Each Payment Note shall bear interest in respect of the unpaid principal amount of such Payment Note from the Repurchase Date to the maturity date thereof at the rate of interest publicly announced by Bankers Trust (or the bank which is then acting as the agent bank for the Company) in New York City from time to time as its Prime Rate, compounded semi-annually. Interest shall be payable semi-annually in cash, to the extent permitted under debt or other agreements to which the Company or any of its Affiliates is a party, but otherwise shall accrue and be payable at maturity or shall be payable semi-annually in additional Payment Notes. Each Payment Note shall be expressly subordinated to all debt of the Company. Payments on the Payment Notes shall be made in equal proportion among all the holders of Payment Notesrepurchase. (c) In the event (i) the Odyssey Holders have disposed of Shares constituting more than 33 1/3% of the total number of Original Odyssey Shares and (ii) the Company consummates a public offering of its common stock that is registered under the Securities Act, the Company shall in good faith attempt to repay (out of funds, if any, available for such purpose as determined by the Board in its sole discretion, after taking into consideration the Company's then current and anticipated future financial liquidity needs and such other factors as it deems appropriate) such outstanding principal amount of Payment Notes held by each former Management Stockholder as represents the Repurchase Price of the number of Shares covered by such Payment Notes that such Management Stockholder would have been entitled to include pursuant to Article VI hereof in the registration statement filed by the Company in connection with such public offering had such former Management Stockholder been a Stockholder at the time of the filing thereof.

Method of Repurchase. (a) If Management Shareholder is admitted to probate or, in the Company elects to exercise its right to require any Management Stockholder to sell Shares pursuant to Section 4.1event of intestacy, the Shares subject to repurchase (collectively, the "Surrendered Shares") shall be repurchased on a date (the "Repurchase Date") no later than 60 within 90 days after the date of the Repurchase Noticesuch death. On the Repurchase Daterepurchase date, the Management Stockholders Shareholder and such Management Shareholder's Permitted Transferees selling such Surrendered Shares (collectively, the "SellersSeller") shall deliver to the Company the certificate or certificates representing the Shares owned by such Sellers Seller on such date, date against delivery by the Company to such Sellers Seller of the Repurchase Price in cash; PROVIDED, HOWEVER, that if the Company in good faith determines that its ability to pay all or any portion of the Repurchase Price in cash may be restricted or limited under debt or other agreements to which the Company or any of its subsidiaries is a party, the Company shall issue and deliver a promissory note issued by the Company (a "Payment Note") with the terms set forth in Section 4.2(b). All certificates for Surrendered Shares shall be duly endorsed Duly Endorsed in favor of the Company by the Seller in whose name such certificate or certificates is registered or accompanied by a duly executed stock or security assignment in favor of the Company with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or the NASDSeller. If any Seller shall fail to deliver such Duly Endorsed certificate or certificates to the Company within the time required, the Company shall cause its books and records to show that the Surrendered Shares are bound by the provisions of this Section 4.2 and that the Surrendered Shares, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company. (b) Each Payment Note shall: shall (i) be payable to the order of the Seller, , (ii) be issued and dated as the date of the Repurchase Date applicable to the transfer of the Surrendered Shares by such Seller, Seller to the Company, (iii) be in a principal amount equal to that portion of the Repurchase Price of such Surrendered Shares that the Company has determined it is unable to pay in cash pursuant to Section 4.2(a), and (iv) subject to Section 4.3, mature on the earliest to occur of: (A) the first anniversary of the latest Payment Date immediately following such date of final maturity of any Indebtedness of the Company, (B) the tenth anniversary of the Repurchase Date applicable thereto, and (C) a sale of all or substantially all of the assets of the Company, a merger, consolidation, exchange or similar combination of the Company with another entity (unless the Company is the surviving entity) or the dissolution, liquidation, bankruptcy or insolvency of the Company, (v) be secured by a pledge of the repurchased Shares, and (vi) provide for the acceleration of payment thereof, to the extent permitted by applicable debt and other agreements, so as to provide level amortization over a five year periodtransfer. Each Payment Note shall bear interest in respect of the unpaid principal amount of such Payment Note from the Repurchase Termination Date to the date of payment thereof at a rate per annum equal to the then-current yield to maturity on United States treasury bills of comparable maturity, as determined in good faith by the Company. If any Payment Note is not repaid in full (together with accrued interest, if any) on the maturity date thereof at of such Payment Note as a result of the rate limitations set forth in Section 4.3, the Company shall promptly issue to the holder of interest publicly announced by Bankers Trust such Payment Note a new Payment Note, which shall (or the bank which is then acting as the agent bank for the Companyi) in New York City from time to time as its Prime Rate, compounded semi-annually. Interest shall be payable semi-annually in cash, to the extent permitted order of such holder, (ii) be dated the date of issuance of such new Payment Note, (iii) be in a principal amount equal to the outstanding principal amount and accrued and unpaid interest, if any, under debt or other agreements the Payment Note in respect of which such new Payment Note is being issued and (iv) subject to which Section 4.3, mature on the Company or any Payment Date immediately following the date of its Affiliates is a party, but otherwise shall accrue and be payable at maturity or shall be payable semi-annually in additional issuance of such new Payment NotesNote. Each such new Payment Note shall be expressly subordinated bear interest at a rate per annum equal to all debt the then-current yield to maturity on one year United States treasury bills. Upon the issuance of such new Payment Note, the Company. Payments on holder thereof shall deliver the Payment Notes shall be made Note in equal proportion among all respect of 32 -29- which such new Payment Note was issued to the holders of Payment NotesCompany for cancellation. (c) In the event (i) the Odyssey Holders have disposed of Shares constituting more than 33 1/3% of the total number of Original Odyssey Shares and (ii) the Company consummates a public offering of its common stock that is registered under the Securities Act, the The Company shall in good faith attempt have the right to repay (out of fundsresell to any Person any Surrendered Shares received from a Seller pursuant to this Article 4, if any, available for such purpose as determined by whether or not the Board in its sole discretion, after taking into consideration the Company's then current and anticipated future financial liquidity needs and such other factors as it deems appropriate) such outstanding principal amount of Payment Notes held by each former Management Stockholder as represents the applicable Repurchase Price of the number of Shares covered by has been paid to such Payment Notes Seller; provided that any such Management Stockholder would have been entitled to include pursuant to Article VI hereof in the registration statement filed sale or other disposition by the Company in connection with of Surrendered Shares shall not relieve the Company of its obligation to pay the applicable Repurchase Price for such public offering had such former Management Stockholder been a Stockholder at the time of the filing thereofSurrendered Shares.

Method of Repurchase. (a) If any Management Investor desires to exercise his rights under Section 3.1, he shall give notice to the Company of such exercise within 30 days of his termination or resignation, as the case may be. If the Company elects desires to exercise its right rights under Section 3.1, it shall give notice of such exercise to require any the applicable Management Stockholder to sell Shares Investor within 30 days of such Management Investor's termination, resignation, disability or death, as the case may be. Any repurchase pursuant to Section 4.1, the Shares subject to repurchase (collectively, the "Surrendered Shares") 3.1 shall be repurchased consummated on a date (business day selected by the "Repurchase Date") no later Company not less than 30 and not more than 60 days after the date of notice; provided, however, that if any Capital Stock becomes subject to repurchase pursuant to Section 3.1(d) as the Repurchase Noticeresult of the death of any Management Investor, such Shares may be repurchased within 90 days of the date the will of such Management Investor is admitted to probate or, in the event of intestacy, within 90 days of such death. On the Repurchase Daterepurchase date, the Management Stockholders Investor selling such Surrendered Shares Capital Stock (collectively, the "SellersSeller") shall deliver to the Company the certificate or certificates representing the Shares Capital Stock owned by such Sellers Seller (and any option agreements evidencing any options constituting Capital Stock) on such date, date against delivery by the Company to such Sellers Seller of the Repurchase Price repurchase price in cash; PROVIDED, HOWEVER, that if the Company in good faith determines that its ability to pay all or any portion of the Repurchase Price in cash may be restricted or limited under debt or other agreements to which the Company or any of its subsidiaries is a party, the Company shall issue and deliver a promissory note (a "Payment Note") with the terms set forth in Section 4.2(b). All certificates for Surrendered Shares Capital Stock to be repurchased shall be duly endorsed in favor of the Company by the Seller in whose name such certificate or certificates is registered or accompanied by a duly executed stock or security assignment in favor of the Company with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or the NASDSeller. If any Seller shall fail to deliver such duly endorsed certificate or certificates to the Company within the time required, the Company shall cause its books and records to show that the Surrendered Shares Capital Stock subject to repurchase are bound by the provisions of this Section 4.2 3.2 and that the Surrendered Sharessuch Capital Stock, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company. (b) Each Payment Note shall: (i) be payable to the order of the Seller, (ii) be issued and dated as of the Repurchase Date applicable to the transfer of the Surrendered Shares by such Seller, (iii) be in a principal amount equal to that portion of the Repurchase Price of such Surrendered Shares that the Company has determined it is unable to pay in cash pursuant to Section 4.2(a), (iv) mature on the earliest to occur of: (A) the first anniversary of the latest date of final maturity of any Indebtedness of the Company, (B) the tenth anniversary of the Repurchase Date applicable thereto, and (C) a sale of all or substantially all of the assets of the Company, a merger, consolidation, exchange or similar combination of the Company with another entity (unless the Company is the surviving entity) or the dissolution, liquidation, bankruptcy or insolvency of the Company, (v) be secured by a pledge of the repurchased Shares, and (vi) provide for the acceleration of payment thereof, to the extent permitted by applicable debt and other agreements, so as to provide level amortization over a five year period. Each Payment Note shall bear interest in respect of the unpaid principal amount of such Payment Note from the Repurchase Date to the maturity date thereof at the rate of interest publicly announced by Bankers Trust (or the bank which is then acting as the agent bank for the Company) in New York City from time to time as its Prime Rate, compounded semi-annually. Interest shall be payable semi-annually in cash, to the extent permitted under debt or other agreements to which the Company or any of its Affiliates is a party, but otherwise shall accrue and be payable at maturity or shall be payable semi-annually in additional Payment Notes. Each Payment Note shall be expressly subordinated to all debt of the Company. Payments on the Payment Notes shall be made in equal proportion among all the holders of Payment Notes. (c) In the event (i) the Odyssey Holders have disposed of Shares constituting more than 33 1/3% of the total number of Original Odyssey Shares and (ii) the Company consummates a public offering of its common stock that is registered under the Securities Act, the Company shall in good faith attempt to repay (out of funds, if any, available for such purpose as determined by the Board in its sole discretion, after taking into consideration the Company's then current and anticipated future financial liquidity needs and such other factors as it deems appropriate) such outstanding principal amount of Payment Notes held by each former Management Stockholder as represents the Repurchase Price of the number of Shares covered by such Payment Notes that such Management Stockholder would have been entitled to include pursuant to Article VI hereof in the registration statement filed by the Company in connection with such public offering had such former Management Stockholder been a Stockholder at the time of the filing thereof.

Method of Repurchase. (a) If the Company elects to exercise its right to require any Management Stockholder and such Management Stockholder's Permitted Transferees to sell Shares and surrender Options pursuant to Section 4.1, the Shares subject to repurchase (collectively, the "Surrendered Shares") shall be repurchased and the Options subject to surrender and cancellation (collec tively, the "Surrendered Options") shall be surrendered and cancelled on a date (the "Repurchase Date") no later than 60 days after the date of the Repurchase Notice. On the Repurchase Date, the Management Stockholders Stockholder and such Management Stockholder's Permitted Transferees selling such Surrendered Shares or delivering such Surrendered Options (collectively, the "Sellers") shall deliver to the Company the certificate or certificates representing the Shares owned by such Sellers on such datedate and any documentation requested by the Company to evidence the surrender and cancellation of the Surrendered Options, against delivery by the Company to such Sellers of the Repurchase Price and the Option Cancellation Price in cash; PROVIDEDprovided, HOWEVERhowever, that if the Company in good faith determines that its ability to pay all or any portion of the Repurchase Price or the Option Cancellation Price in cash may be restricted or limited under debt or other agreements to which the Company or any of its subsidiaries affiliates is a party, the Company shall issue and deliver a promissory note (a "Payment Note") with the terms set forth in Section 4.2(b). All certificates for Surrendered Shares shall be duly endorsed in favor of the Company by the Seller in whose name such certificate or certificates is registered or accompanied by a duly executed stock or security assignment in favor of the Company with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or the NASD. National Association of Securities Dealers, Inc. If any Seller shall fail to deliver such certificate or certificates to the Company within the time required, the Company shall cause its books and records to show that the Surrendered Shares are bound by the provisions of this Section 4.2 and that the Surrendered Shares, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company. (b) Each Payment Note shall: shall (i) be payable to the order of the Seller, , (ii) be issued and dated as of the Repurchase Date applicable to the transfer of the Surrendered Shares or the Surrendered Options by such Seller, , (iii) be in a principal amount equal to that portion of the Repurchase Price of such Surrendered Shares or the Option Cancellation Price for the Surrendered Options that the Company has determined it is unable to pay in cash pursuant to Section 4.2(a), , (iv) mature on the earliest to occur of: (A) the first anniversary of the latest date of final maturity of any Indebtedness debt securities issued by the Company in connection with the Permanent Financing (as defined in Article VII hereof) or, if earlier, upon the first to occur of the Company, (B) the tenth anniversary of the Repurchase Date applicable thereto, and (C) a sale of all or substantially all of the assets of the Company, a merger, consolidation, exchange or similar combination of the Company with another entity (unless the Company is the surviving entity) or the dissolution, liquidation, bankruptcy or insolvency of the Company, , (v) be secured by a pledge of the repurchased Shares, and Shares and (vi) provide for the acceleration of payment thereof, to the extent permitted by applicable debt and other agreements, so as to provide level amortization over a five year period. Each Payment Note shall bear interest in respect of the unpaid principal amount of such Payment Note from the Repurchase Date to the maturity date thereof at the rate of interest publicly announced by Bankers Trust (or the bank which is then acting as the agent bank for the CompanyCompany or Scotsman) in New York City from time to time as its Prime Rate, compounded semi-annually. Interest shall be payable semi-annually in cash, to the extent permitted under debt or other agreements to which the Company or any of its Affiliates is a party, but otherwise shall accrue and be payable at maturity or shall be payable semi-annually in additional Payment Notes. Each Payment Note shall be expressly subordinated to all debt of the Company. Payments on the Payment Notes shall be made in equal proportion among all the holders of Payment Notes. (c) In the event (i) the Odyssey Holders have disposed of Shares constituting more than 33 1/3% of the total number of Original Odyssey Shares and (ii) the Company consummates a public offering of its common stock that is registered under the Securities Act, the Company shall in good faith attempt to repay (out of funds, if any, available for such purpose as determined by the Board in its sole discretion, after taking into consideration the Company's then current and anticipated future financial liquidity needs and such other factors as it deems appropriate) such outstanding principal amount of Payment Notes held by each former Management Stockholder as represents the Repurchase Price of the number of Shares covered by such Payment Notes that such Management Stockholder would have been entitled to include pursuant to Article VI hereof in the registration statement filed by the Company in connection with such public offering had such former Management Stockholder been a Stockholder at the time of the filing thereof.

Method of Repurchase. (a) If the Company or its designee elects to exercise its right to require any Management Stockholder to sell Shares the Company's Repurchase Rights pursuant to Section 4.1, the Shares subject to repurchase (collectively, the "Surrendered Shares") shall be repurchased on a date (the "Repurchase Date") no not later than 60 days after the date of the Repurchase Notice. On the Repurchase Date, the Management Stockholders Shareholder selling such Surrendered Shares (collectively, the a "SellersSeller") shall deliver to the Company or its designee the certificate or certificates representing the Shares owned by such Sellers Seller on such date, date against delivery by the Company to its designee to such Sellers Seller of the Repurchase Price in cash; PROVIDED, HOWEVER, that if the Company in good faith determines that its ability to pay all or any portion of the Repurchase Price in cash may be restricted or limited under debt or other agreements to which the Company or any of its subsidiaries is a party, the Company shall issue and deliver a promissory note (a "Payment Note") with the terms set forth in Section 4.2(b)Price. All certificates for Surrendered Shares shall be duly endorsed in favor of the Company or its designee by the Seller in whose name such certificate or certificates is registered or accompanied by (i) a duly executed stock or security assignment in favor of the Company or its designee with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or the NASDNational Association of Securities Dealers, Inc., and (ii) a written certification, in form and substance satisfactory to the Company or its designee, pursuant to which such Seller represents and warrants that such Seller is the record and beneficial owner of such Surrendered Shares and has good and valid title to such Surrendered Shares, free and clear of any and all liens, claims, charges, assessments, pledges, options and other legal and equitable encumbrances of any kind whatsoever (other than pursuant to this Agreement or any pledge and security agreement, if in existence, between such Seller and ▇▇▇ ▇▇▇▇▇▇▇▇ Press that was entered into in connection with any issuance of a Management Note). If any Seller shall fail to deliver such certificate or certificates and such written certification to the Company or its designee within the time required, the Company shall cause its books and records to show that the Surrendered Shares are bound by the provisions of this Section 4.2 and that the Surrendered Shares, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company. (b) Each Payment Note shall: (i) be payable to the order of the Seller, (ii) be issued and dated as of the Repurchase Date applicable to the transfer of the Surrendered Shares by such Seller, (iii) be in a principal amount equal to that portion of the Repurchase Price of such Surrendered Shares that the Company has determined it is unable to pay in cash pursuant to Section 4.2(a), (iv) mature on the earliest to occur of: (A) the first anniversary of the latest date of final maturity of any Indebtedness of the Companyor its designee, (B) the tenth anniversary of the Repurchase Date applicable thereto, and (C) a sale of all or substantially all of the assets of the Company, a merger, consolidation, exchange or similar combination of the Company with another entity (unless the Company is the surviving entity) or the dissolution, liquidation, bankruptcy or insolvency of the Company, (v) be secured by a pledge of the repurchased Shares, and (vi) provide for the acceleration of payment thereof, to the extent permitted by applicable debt and other agreements, so as to provide level amortization over a five year period. Each Payment Note shall bear interest in respect of the unpaid principal amount of such Payment Note from the Repurchase Date to the maturity date thereof at the rate of interest publicly announced by Bankers Trust (or the bank which is then acting as the agent bank for the Company) in New York City from time to time as its Prime Rate, compounded semi-annually. Interest shall be payable semi-annually in cash, to the extent permitted under debt or other agreements to which the Company or any of its Affiliates is a party, but otherwise shall accrue and be payable at maturity or shall be payable semi-annually in additional Payment Notes. Each Payment Note shall be expressly subordinated to all debt of the Company. Payments on the Payment Notes shall be made in equal proportion among all the holders of Payment Notescase may be. (c) In the event (i) the Odyssey Holders have disposed of Shares constituting more than 33 1/3% of the total number of Original Odyssey Shares and (ii) the Company consummates a public offering of its common stock that is registered under the Securities Act, the Company shall in good faith attempt to repay (out of funds, if any, available for such purpose as determined by the Board in its sole discretion, after taking into consideration the Company's then current and anticipated future financial liquidity needs and such other factors as it deems appropriate) such outstanding principal amount of Payment Notes held by each former Management Stockholder as represents the Repurchase Price of the number of Shares covered by such Payment Notes that such Management Stockholder would have been entitled to include pursuant to Article VI hereof in the registration statement filed by the Company in connection with such public offering had such former Management Stockholder been a Stockholder at the time of the filing thereof.

Method of Repurchase. (a) If the Company elects to exercise its right to require any Management Stockholder and such Management Stockholder's Permitted Transferees to sell Shares and surrender Options pursuant to Section 4.1, the Shares subject to repurchase (collectively, the "Surrendered Shares") shall be repurchased and the Options subject to surrender and cancellation (collectively, the "Surrendered Options") shall be surrendered and cancelled on a date (the "Repurchase Date") no later than 60 days after the date of the Repurchase Notice. On the Repurchase Date, the Management Stockholders Stockholder and such Management Stockholder's Permitted Transferees selling such Surrendered Shares or delivering such Surrendered Options (collectively, the "Sellers") shall deliver to the Company the certificate or certificates representing the Shares owned by such Sellers on such datedate and any documentation requested by the Company to evidence the surrender and cancellation of the Surrendered Options, against delivery by the Company to such Sellers of the Repurchase Price and the Option Cancellation Price in cash; PROVIDEDprovided, HOWEVERhowever, that if the Company in good faith determines that its ability to pay all or any portion of the Repurchase Price or the Option Cancellation Price in cash may be restricted or limited under debt or other agreements to which the Company or any of its subsidiaries Affiliates is a party, the Company shall issue and deliver a promissory note (a "Payment Note") with the terms set forth in Section 4.2(b). All certificates for Surrendered Shares shall be duly endorsed in favor of the Company by the Seller in whose name such certificate or certificates is registered or accompanied by a duly executed stock or security assignment in favor of the Company with the signature(s) thereon guaranteed by a commercial bank or trust company or a member of a national securities exchange or the NASD. National Association of Securities Dealers, Inc. If any Seller shall fail to deliver such certificate or certificates to the Company within the time required, the Company shall cause its books and records to show that the Surrendered Shares are bound by the provisions of this Section 4.2 and that the Surrendered Shares, until transferred to the Company, shall not be entitled to any proxy, dividend or other rights from the date by which such certificate or certificates should have been delivered to the Company. (b) Each Payment Note shall: shall (i) be payable to the order of the Seller, , (ii) be issued and dated as of the Repurchase Date applicable to the transfer of the Surrendered Shares or the Surrendered Options by such Seller, , (iii) be in a principal amount equal to that portion of the Repurchase Price of such Surrendered Shares or the Option Cancellation Price for the Surrendered Options that the Company has determined it is unable to pay in cash pursuant to Section 4.2(a), , (iv) mature as to the then unpaid principal amount thereof on the earliest to occur of: (A) the first anniversary of the latest date of final maturity of any Indebtedness debt securities issued by the Company in connection with the Permanent Financing (as defined in Article VI hereof) or, if earlier, upon the first to occur of the Company, (B) the tenth anniversary of the Repurchase Date applicable thereto, and (C) a sale of all or substantially all of the assets of the Company, a merger, consolidation, exchange or similar combination of the Company with another entity (unless the Company is the surviving entity) or the dissolution, liquidation, bankruptcy or insolvency of the Company, , (v) be secured by a pledge of the repurchased Shares, and Shares and (vi) provide for the acceleration of payment thereof, to the extent permitted by applicable debt and other agreements, so as to provide for level amortization of the principal amount thereof over a five year period. Each Payment Note shall bear interest in respect of the unpaid principal amount of such Payment Note from the Repurchase Date to the maturity date thereof at the rate of interest publicly announced by Bankers Trust (or the bank which is then acting as the agent bank for the CompanyCompany or Scotsman) in New York City from time to time as its Prime Rate, compounded semi-annually. Interest shall be payable semi-annually in cash, to the extent permitted under debt or other agreements to which the Company or any of its Affiliates is a party, but otherwise shall accrue and be payable at maturity or shall be payable semi-annually in additional Payment Notes. Each Payment Note shall be expressly subordinated to all debt of the Company, other than debt in respect of other Payment Notes then outstanding or thereafter issued. Payments on the Payment Notes shall be made in equal proportion among all the holders of Payment Notes. (c) In the event (i) the Odyssey Holders have disposed of Shares constituting more than 33 1/3% of the total number of Original Odyssey Shares and (ii) the Company consummates a public offering of its common stock that is registered under the Securities Act, the Company shall in good faith attempt to repay (out of funds, if any, available for such purpose as determined by the Board in its sole discretion, after taking into consideration the Company's then current and anticipated future financial liquidity needs and such other factors as it deems appropriate) such outstanding principal amount of Payment Notes held by each former Management Stockholder as represents the Repurchase Price of the number of Shares covered by such Payment Notes that such Management Stockholder would have been entitled to include pursuant to Article VI hereof in the registration statement filed by the Company in connection with such public offering had such former Management Stockholder been a Stockholder at the time of the filing thereof.