Common use of Repurchase Option Clause in Contracts

Repurchase Option. (a) The Corporation and Executive desire ----------------- to provide a mechanism pursuant to which Executive shall have a right to reaquire the capital stock of BETA on certain terms and conditions. The repurchase rights ("Repurchase Option") shall be dependent upon the termination provisions set forth herein. Except as provided herein and in the Stock Purchase Agreement, the Repurchase Option shall be exercisable for a period of six (6) years from the date of this Agreement, although Executive may not exercise such option before expiration of the third anniversary of this Agreement unless he is terminated by the Corporation either for Cause or Disability or he leaves for Good Reason. In these such instances he may repurchase the Shares prior to the expiration of the third anniversary of this Agreement. (b) The repurchase price shall be as follows: (i) If terminated for Cause, Disability, or Good Reason, at any time, or Voluntary Termination after the third anniversary of the date of this Agreement, Executive may repurchase the Shares for the market value of the Corporation as at the date of his termination at the formula as set forth in Paragraph 9 (b)(i) of the Stock Purchase Agreement. (ii) If terminated for Death or if Voluntary Termination occurs on or before the third anniversary of the Employment Agreement, no Repurchase Option shall be available to Executive. (iii) If terminated pursuant to Paragraph 1 hereof prior to the expiration of the sixth anniversary of this Agreement, Executive may repurchase the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) of the Stock Purchase Agreement. (c) Executive shall exercise his Repurchase Option by giving notice pursuant to the terms of Paragraph 9 (c) of the Stock Purchase Agreement.

Repurchase Option. (a) The Corporation In the event Executive ceases to be employed by the Company and its Subsidiaries for any reason (the "SEPARATION"), the Executive desire ----------------- Stock (whether held by Executive or one or more of Executive's transferees, other than the Company) will be subject to provide a mechanism repurchase, in each case at the option of the Company, the Investors and ▇▇▇ ▇. ▇▇▇▇▇ ("Bajaj") pursuant to which Executive shall have a right to reaquire the capital stock of BETA on certain terms and conditions. The repurchase rights ("Repurchase Option") shall be dependent upon the termination provisions conditions set forth hereinin this Section 3(a) (the "REPURCHASE OPTION"). Except as provided herein and in the Stock Purchase Agreement, the Repurchase Option shall be exercisable for a period of six (6) years from the date of this Agreement, although Executive may not exercise such option before expiration A percentage of the third anniversary Executive Stock will be subject to repurchase at the Executive's Original Cost for such shares, calculated in accordance with the following schedule (the "ORIGINAL COST SHARES"): DATE PERCENTAGE OF EXECUTIVE STOCK TO BE REPURCHASED AT ORIGINAL COST ---------------------------------- Date of this Agreement unless he is terminated by until 1st Anniversary of this Agreement 75% Date immediately following 1st Anniversary of this Agreement until 56.25% 2nd Anniversary of this Agreement Date immediately following 2nd Anniversary of this Agreement until 37.5% 3rd Anniversary of this Agreement Date immediately following 3rd Anniversary of this Agreement until 18.75% 4th Anniversary of this Agreement Date immediately following 4th Anniversary of this Agreement and 0% thereafter The purchase price for the Corporation either for Cause or Disability or he leaves for Good Reasonremaining shares of Executive Stock shall be the Fair Market Value of such shares (the "FAIR MARKET VALUE SHARES"). In these the event of any repurchase of Original Cost Shares, such instances he may repurchase shall first be satisfied from the Shares prior to Carried Stock and then from the expiration of the third anniversary of this AgreementAdditional Stock. (b) The repurchase price shall be as follows: Company may elect to purchase all or any portion of the Original Cost Shares and Fair Market Value Shares by delivering written notice (ithe "REPURCHASE NOTICE") If terminated for Cause, Disability, to the holder or Good Reason, at any time, or Voluntary Termination holders of the Executive Stock within 180 days after the third anniversary Separation. The Repurchase Notice will set forth the number of Original Cost Shares and Fair Market Value Shares to be acquired from each holder, the aggregate consideration to be paid for such shares and the time and place for the closing of the date transaction. The number of shares to be repurchased by the Company shall first be satisfied to the extent possible from the shares of Executive Stock held by Executive at the time of delivery of the Repurchase Notice. If the number of shares of Executive Stock then held by Executive is less than the total number of shares of Executive Stock which the Company has elected to purchase, the Company shall purchase the remaining shares elected to be purchased from the other holder(s) of Executive Stock under this Agreement, pro rata according to the number of shares of Executive may repurchase the Shares for the market value of the Corporation as Stock held by such other holder(s) at the date time of his termination at the formula delivery of such Repurchase Notice (determined as set forth in Paragraph 9 (b)(i) of the Stock Purchase Agreement. (ii) If terminated for Death or if Voluntary Termination occurs on or before the third anniversary of the Employment Agreement, no Repurchase Option shall be available to Executive. (iii) If terminated pursuant to Paragraph 1 hereof prior nearly as practicable to the expiration nearest share). The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder will be allocated among Executive and the sixth anniversary other holders of this Agreement, Executive may repurchase Stock (if any) pro rata according to the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) number of the shares of Executive Stock Purchase Agreementto be purchased from such person. (c) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Repurchase Option, the Investors and Bajaj shall be entitled to exercise his the Repurchase Option for all or any portion of the shares of Executive Stock the Company has not elected to purchase (the "AVAILABLE SHARES"). As soon as practicable after the Company has determined that there will be Available Shares, but in any event within 150 days after the Separation, the Company shall give written notice (the "OPTION NOTICE") to the Investors and Bajaj setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors and Bajaj may elect to purchase any' or all of the Available Shares by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors and Bajaj elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors and Bajaj based upon the number of shares of Common Stock owned by each Investor and Bajaj on a fully diluted basis (excluding, in the case of Bajaj, shares owned by him that are subject to repurchase at cost). As soon as practicable, and in any event within ten days, after the expiration of the one-month period set forth above, the Company shall notify each holder of Executive Stock as to the number of shares being purchased from such holder by the Investors and Bajaj (the "SUPPLEMENTAL REPURCHASE NOTICE"). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Stock, the Company shall also deliver written notice to the Investors and Bajaj setting forth the number of shares the Investors and Bajaj are entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Original Cost Shares and Fair Market Value Shares to be repurchased hereunder shall be allocated among the Company, the Investors and Bajaj pro rata according to the number of shares of Executive Stock to be purchased by each of them. Notwithstanding the foregoing, the Investors and Bajaj shall not exercise their Repurchase Option as to the Original Cost Shares pursuant to this Section 3(c) if the Company has sufficient assets to fully exercise its Repurchase Option as to the Original Cost Shares but has not exercised such right. Furthermore, if the Investors and Bajaj repurchase any Original Cost Shares, they shall contribute such Original Cost Shares to the Company in exchange for a promissory note from the Company with an aggregate principal amount equal to the purchase price paid for such shares, bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in the WALL STREET JOURNAL from time to time, and having a term of no longer than five years. (d) The closing of the purchase of the Executive Stock pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Stock to be purchased by it pursuant to the Repurchase Option by giving notice pursuant first offsetting amounts outstanding under any bona fide debts owed by Executive to the terms of Paragraph 9 (c) Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) a check or wire transfer of funds for at least one-third of the purchase price, and a subordinate note or notes payable in two equal annual installments beginning on each of the first and second anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in THE WALL STREET JOURNAL from time to time in the aggregate amount of the remainder of the purchase price for such shares. The Investors and Bajaj will pay for the Executive Stock Purchase purchased by it by a check or wire transfer of funds. The Company, the Investors and Bajaj will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. (e) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Company's and its Subsidiaries' debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is otherwise entitled or required to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. (f) Notwithstanding anything to the contrary contained in this Agreement, if the Executive delivers the notice of objection described in the definition of Fair Market Value, or if the Fair Market Value of a Fair Market Value Share is otherwise determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board, each of the Company, the Investors and Bajaj shall have the right to revoke its or their exercise of the Repurchase Option for all or any portion of the Executive Stock elected to be repurchased by it by delivering notice of such revocation in writing to the holders of the Executive Stock during (i) the thirty-day period beginning on the date the Company, the Investors and Bajaj receive Executive's written notice of objection and (ii) the thirty-day period beginning on the date the Company, the Investors and Bajaj are given written notice that the Fair Market Value of a Fair Market Value Share was finally determined to be an amount more than 10% greater than the per share repurchase price for Fair Market Value Shares originally determined by the Board (g) The provisions of this Section 3 shall terminate upon the consummation of a Sale of the Company.

Repurchase Option. (a) The Corporation and Executive desire ----------------- to provide a mechanism pursuant to which Executive shall have a right to reaquire In the capital stock event of BETA on certain terms and conditions. The repurchase rights ("Repurchase Option") shall be dependent the voluntary or involuntary termination of employment of Purchaser with the Company for any reason, the Company shall, upon the termination provisions set forth herein. Except as provided herein and in the Stock Purchase Agreementdate of such termination, the Repurchase Option shall be exercisable have an irrevocable, exclusive option for a period of six (6) years from 60 days after the date of termination to repurchase all or any portion of the Shares held by Purchaser as of such date which have not yet been released from the Company’s repurchase option pursuant to the release provisions below at the purchase price per Share paid by Purchaser specified in Section 1.2. The option shall be exercised by the Company by delivery of written notice of exercise of option to Purchaser or his representative accompanied by either (i) a check in the amount equal to the number of Shares repurchased by the Company multiplied by the per share Purchase Price set forth in Section 1.2 (the “Repurchase Price”) or (ii) the cancellation of a portion of the Purchaser’s loan obligations due to the Company under the Note in an amount equal to the Repurchase Price. Upon delivery of such notice and payment of the Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. Twenty five percent (25%) of the Shares held by Purchaser shall be released from the Company’s repurchase option each annual anniversary of the effective date of this AgreementAgreement (each, although Executive may not exercise a “Release Date”), provided that Purchaser is still employed by Company on such option before Release Date. Prior to and after expiration of the third anniversary of this Agreement unless he is terminated by the Corporation either for Cause or Disability or he leaves for Good Reason. In these such instances he may repurchase options set forth herein, the Shares prior shall remain subject to the expiration provisions of the third anniversary of this Agreement. (b) The repurchase price shall be as follows: (i) If terminated for Cause, Disability, or Good Reason, at any time, or Voluntary Termination after the third anniversary of the date of this Company’s Stock Restriction Agreement, Executive may repurchase the Shares for the market value of the Corporation so long as at the date of his termination at the formula as set forth such agreement remains in Paragraph 9 (b)(i) of the Stock Purchase Agreementeffect. (ii) If terminated for Death or if Voluntary Termination occurs on or before the third anniversary of the Employment Agreement, no Repurchase Option shall be available to Executive. (iii) If terminated pursuant to Paragraph 1 hereof prior to the expiration of the sixth anniversary of this Agreement, Executive may repurchase the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) of the Stock Purchase Agreement. (c) Executive shall exercise his Repurchase Option by giving notice pursuant to the terms of Paragraph 9 (c) of the Stock Purchase Agreement.

Repurchase Option. (a) The Corporation Subject to a breach caused by Purchaser in the Employment Agreement dated as of July 12, 2000 (the Stock Repurchase Agreement is Exhibit "C-1" to the Agreement ) that remains uncured after notice, and Executive desire ----------------- to provide a mechanism pursuant to which Executive before the expiration of the Term of the Employment Agreement, the Company shall have a the right to reaquire and option (the capital stock of BETA on certain terms and conditions. The repurchase rights ("Repurchase Option") to cancel the Options, or to repurchase Shares to which the Options shall have been exercised at the price paid by the Purchaser, at the rate of 6,250 for every 30 days of the breach after due written notice and expiration of cure period the breach remains uncured. The Company's rights of repurchase and cancellation shall expire in accordance with the following schedule: Date of Termination Repurchase Option Up To ------------------- ----------------------- Before July 12, 2001 150,000 Options or Shares July 13, 2001 to July 12, 2002 75,000 Options or Shares After ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of Options or Shares will be limited to a maximum of 6,250 for each 30 days subject to continuing breach as provided for in the Agreement during the time period July 12, 2000 to July 12, 2002. If the Company elects to exercise its repurchase and cancellation rights at a time when the Option and/or Shares have partially vested, Purchaser shall have the right to determine whether and to what extent outstanding Options shall be dependent upon canceled or unvested shares, in order to meet the termination vesting provisions set forth herein. Except above. (b) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within 30 days following the said breach as provided herein and identified in the Stock Purchase Agreement, the Repurchase Option shall be exercisable for a period of six (6) years from the date of this Agreement, although Executive may not exercise such option before expiration of the third anniversary of this Agreement unless he is terminated by the Corporation either for Cause or Disability or he leaves for Good Reasonterminate. In these such instances he may repurchase the Shares prior to the expiration of the third anniversary of this Agreement. (b) The repurchase price shall be as follows: (i) If terminated for Cause, Disability, or Good Reason, at any time, or Voluntary Termination after the third anniversary of the date of this Agreement, Executive may repurchase the Shares for the market value of the Corporation as at the date of his termination at the formula as set forth in Paragraph 9 (b)(i) of the Stock Purchase Agreement. (ii) If terminated for Death or if Voluntary Termination occurs on or before the third anniversary of the Employment Agreement, no Repurchase Option shall will not be available to Executive. (iii) If terminated pursuant the Company if all loans and obligations under the Agreement due to Paragraph 1 hereof prior exercise of Options by Purchaser have been paid or forgiven or have been satisfied due to expiration of term or other events and the Repurchase Option will be the only remedy available to the expiration of the sixth anniversary of this Agreement, Executive may repurchase the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) of the Stock Purchase AgreementCompany. (c) Executive shall The Company may exercise his its Repurchase Option by giving delivering personally or by registered mail to Purchaser, within 30 days of breach in the Agreement, a notice pursuant in writing indicating the Company's intention to exercise the terms Repurchase Option and setting forth a date for closing not later than 30 days from the mailing of Paragraph 9 (c) such notice. The closing shall take place at the Company's office. At the closing, if any Shares are to be repurchased under the Repurchase Option, the holder of the certificates for the Shares being transferred shall deliver stock certificate or certificates and the Company shall deliver the purchase price either in the form of good funds or if Purchaser was provided loans by the Company then the Company will reduce the amount owed it including principle and all accrued interest thereon and will adjust the promissory note of Purchaser accordingly. In the event the payment is larger than the promissory note outstanding then the remainder will be paid by the Company in good funds. (d) This Stock Purchase AgreementRepurchase Agreement shall be void and unenforceable in the event the Company terminates the Purchaser's employment Without Cause or if the Purchaser resigns his employment for "Good Reason" as defined in paragraph 2.2 of the Purchaser's Employment Agreement dated July 12, 2000.

Repurchase Option. (a) The Corporation Subject to a breach caused by Purchaser in the Employment Agreement dated as of May 22, 2000 (the Stock Repurchase Agreement is Exhibit "C-1" to the Agreement ) that remains uncured after notice, and Executive desire ----------------- to provide a mechanism pursuant to which Executive before the expiration of the Term of the Employment Agreement, the Company shall have a the right to reaquire and option (the capital stock of BETA on certain terms and conditions. The repurchase rights ("Repurchase Option") to cancel the Options, or to repurchase Shares to which the Options shall have been exercised at the price paid by the Purchaser, at the rate of 12,500 for every 30 days of the breach after due written notice and expiration of cure period the breach remains uncured. The Company's rights of repurchase and cancellation shall expire in accordance with the following schedule: Date of Termination Repurchase Option Up To ------------------- ----------------------- Before May 22, 2001 300,000 Options or Shares May 23, 2001 to May 22, 2002 150,000 Options or Shares After May ▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of Options or Shares will be limited to a maximum of 12,500 for each 30 days subject to continuing breach as provided for in the Agreement during the time period May 22, 2000 to May 22, 2002. If the Company elects to exercise its repurchase and cancellation rights at a time when the Option and/or Shares have partially vested, Purchaser shall have the right to determine whether and to what extent outstanding Options shall be dependent upon canceled or unvested shares, in order to meet the termination vesting provisions set forth herein. Except above. (b) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within 30 days following the said breach as provided herein and identified in the Stock Purchase Agreement, the Repurchase Option shall be exercisable for a period of six (6) years from the date of this Agreement, although Executive may not exercise such option before expiration of the third anniversary of this Agreement unless he is terminated by the Corporation either for Cause or Disability or he leaves for Good Reasonterminate. In these such instances he may repurchase the Shares prior to the expiration of the third anniversary of this Agreement. (b) The repurchase price shall be as follows: (i) If terminated for Cause, Disability, or Good Reason, at any time, or Voluntary Termination after the third anniversary of the date of this Agreement, Executive may repurchase the Shares for the market value of the Corporation as at the date of his termination at the formula as set forth in Paragraph 9 (b)(i) of the Stock Purchase Agreement. (ii) If terminated for Death or if Voluntary Termination occurs on or before the third anniversary of the Employment Agreement, no Repurchase Option shall will not be available to Executive. (iii) If terminated pursuant the Company if all loans and obligations under the Agreement due to Paragraph 1 hereof prior exercise of Options by Purchaser have been paid or forgiven or have been satisfied due to expiration of term or other events and the Repurchase Option will be the only remedy available to the expiration of the sixth anniversary of this Agreement, Executive may repurchase the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) of the Stock Purchase AgreementCompany. (c) Executive shall The Company may exercise his its Repurchase Option by giving delivering personally or by registered mail to Purchaser, within 30 days of breach in the Agreement, a notice pursuant in writing indicating the Company's intention to exercise the terms Repurchase Option and setting forth a date for closing not later than 30 days from the mailing of Paragraph 9 (c) such notice. The closing shall take place at the Company's office. At the closing, if any Shares are to be repurchased under the Repurchase Option, the holder of the certificates for the Shares being transferred shall deliver stock certificate or certificates and the Company shall deliver the purchase price either in the form of good funds or if Purchaser was provided loans by the Company then the Company will reduce the amount owed it including principle and all accrued interest thereon and will adjust the promissory note of Purchaser accordingly. In the event the payment is larger than the promissory note outstanding then the remainder will be paid by the Company in good funds. (d) This Stock Purchase AgreementRepurchase Agreement shall be void and unenforceable in the event the Company terminates the Purchaser's employment Without Cause or if the Purchaser resigns his employment for "Good Reason" as defined in paragraph 2.2 of the Purchaser's Employment Agreement dated May 22, 2000.

Repurchase Option. (a) The Corporation and Executive desire ----------------- to provide a mechanism pursuant to which Executive shall have a right to reaquire In the capital stock of BETA on certain terms and conditions. The repurchase rights ("Repurchase Option") shall be dependent upon the termination provisions set forth herein. Except as provided herein and in the Stock Purchase Agreement, the Repurchase Option shall be exercisable for a period of six (6) years from the date of this Agreement, although Executive may not exercise such option before expiration of the third anniversary of this Agreement unless he is terminated by the Corporation either for Cause or Disability or he leaves for Good Reason. In these such instances he may repurchase the Shares prior to the expiration of the third anniversary of this Agreement. (b) The repurchase price shall be as followsevent that either: (i) If terminated the Purchaser for Causeany reason, Disabilityexcept for acts of God and other unforeseen events and actions over which the Purchaser has no control, or Good Reason, at any time, or Voluntary Termination after shall not pay the third anniversary principal amount of $500,000 when due pursuant to the terms of the date of this Agreement, Executive may repurchase the Shares for the market value of the Corporation as at the date of his termination at the formula as set forth in Paragraph 9 (b)(i) of the Stock Purchase Agreement.Acquisition Note subject to any cure period; or (ii) If terminated for Death or if Voluntary Termination occurs on or before the third anniversary of the Employment Agreement, no Repurchase Option shall be available to Executive. (iii) If terminated pursuant to Paragraph 1 hereof at any time prior to the expiration repayment of all amounts due under the terms of the sixth anniversary Acquisition Note, the Purchaser shall intend to sell the Stock or all or substantially all of this Agreementthe assets of the Company to a third party, Executive may repurchase the Shares for Purchaser shall give the repurchase price as set forth in Paragraph 9 Stockholder 45 days advance written notice of such a proposed transaction; whereupon, the Stockholder shall have an option (b)(iiithe “Repurchase Option”) to re-purchase from the Purchaser all (but not less than all) of the Company’s Stock Purchase Agreement. (ctogether with any shares of capital stock of the Company issued following the Closing Date to the Purchaser or any affiliate of the Purchaser) Executive for aggregate consideration of $100 (the “Repurchase Consideration”). The Stockholder shall exercise his Repurchase Option by giving delivering written notice to the Purchaser and the Company (the “Repurchase Option Notice”) together with (i) a check or checks in the amount equal to the Repurchase Consideration and (ii) the original common stock purchase Certificate representing the Certificate Consideration for cancellation by the Purchaser. A closing with regard to the Stockholder’s exercise of the Repurchase Option shall occur no later than five business days following the Purchaser’s receipt of the Repurchase Option Notice and Repurchase Consideration from the Stockholder (the “Repurchase Option Closing”). (b) In the event the Stockholder exercises the Repurchase Option in accordance with Section 1.6(a): (i) as a break-up fee, the Stockholder shall have a right to retain the Certificate issued to Stockholder pursuant to Section 1.2; and (ii) the terms of Paragraph 9 (c) Purchaser’s obligations to pay the principal amount and interest due under the Acquisition Note and Three Year Note shall terminate and such promissory notes shall be delivered to the Purchaser at the Repurchase Option Closing for cancellation and the Stockholder shall, on the Repurchase Option Closing Date, repay the full amount of the Stock Purchase principal amount paid by the Purchaser to the Stockholder under the Acquisition Note and Three Year Note; and (iii) the Purchaser shall have no further liability or obligation to the Stockholder or the Company under this Agreement, the Acquisition Note or Three Year Note or otherwise.

Repurchase Option. (a) The Corporation Subject to a breach caused by Purchaser in the Employment Agreement dated as of May 22, 2000 (the Stock Repurchase Agreement is Exhibit "C-1" to the Agreement ) that remains uncured after notice, and Executive desire ----------------- to provide a mechanism pursuant to which Executive before the expiration of the Term of the Employment Agreement, the Company shall have a the right to reaquire and option (the capital stock of BETA on certain terms and conditions. The repurchase rights ("Repurchase Option") to cancel the Options, or to repurchase Shares to which the Options shall have been exercised at the price paid by the Purchaser, at the rate of 1,563 for every 30 days of the breach after due written notice and expiration of cure period the breach remains uncured. The Company's rights of repurchase and cancellation shall expire in accordance with the following schedule: Date of Termination Repurchase Option Up To ------------------- ------------------------ Before February 1, 2001 37,500 Options or Shares February 1, 2001 to January 31, 2002 18,750 Options or Shares After ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of Options or Shares will be limited to a maximum of 1,563 for each 30 days subject to continuing breach as provided for in the Agreement during the time period May 22, 2000 to May 22, 2002. If the Company elects to exercise its repurchase and cancellation rights at a time when the Option and/or Shares have partially vested, Purchaser shall have the right to determine whether and to what extent outstanding Options shall be dependent upon canceled or unvested shares, in order to meet the termination vesting provisions set forth herein. Except above. (b) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within 30 days following the said breach as provided herein and identified in the Stock Purchase Agreement, the Repurchase Option shall be exercisable for a period of six (6) years from the date of this Agreement, although Executive may not exercise such option before expiration of the third anniversary of this Agreement unless he is terminated by the Corporation either for Cause or Disability or he leaves for Good Reasonterminate. In these such instances he may repurchase the Shares prior to the expiration of the third anniversary of this Agreement. (b) The repurchase price shall be as follows: (i) If terminated for Cause, Disability, or Good Reason, at any time, or Voluntary Termination after the third anniversary of the date of this Agreement, Executive may repurchase the Shares for the market value of the Corporation as at the date of his termination at the formula as set forth in Paragraph 9 (b)(i) of the Stock Purchase Agreement. (ii) If terminated for Death or if Voluntary Termination occurs on or before the third anniversary of the Employment Agreement, no Repurchase Option shall will not be available to Executive. (iii) If terminated pursuant the Company if all loans and obligations under the Agreement due to Paragraph 1 hereof prior exercise of Options by Purchaser have been paid or forgiven or have been satisfied due to expiration of term or other events and the Repurchase Option will be the only remedy available to the expiration of the sixth anniversary of this Agreement, Executive may repurchase the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) of the Stock Purchase AgreementCompany. (c) Executive shall The Company may exercise his its Repurchase Option by giving delivering personally or by registered mail to Purchaser, within 30 days of breach in the Agreement, a notice pursuant in writing indicating the Company's intention to exercise the terms Repurchase Option and setting forth a date for closing not later than 30 days from the mailing of Paragraph 9 (c) such notice. The closing shall take place at the Company's office. At the closing, if any Shares are to be repurchased under the Repurchase Option, the holder of the certificates for the Shares being transferred shall deliver stock certificate or certificates and the Company shall deliver the purchase price either in the form of good funds or if Purchaser was provided loans by the Company then the Company will reduce the amount owed it including principle and all accrued interest thereon and will adjust the promissory note of Purchaser accordingly. In the event the payment is larger than the promissory note outstanding then the remainder will be paid by the Company in good funds. (d) This Stock Purchase AgreementRepurchase Agreement shall be void and unenforceable in the event the Company terminates the Purchaser's employment Without Cause or if the Purchaser resigns his employment for "Good Reason" as defined in paragraph 2.2 of the Purchaser's Employment Agreement dated May 22, 2000.

Repurchase Option. (a) The Corporation Subject to a breach caused by Purchaser in the Employment Agreement dated as of May 22, 2000 (the Stock Repurchase Agreement is Exhibit "C-1" to the Agreement ) that remains uncured after notice, and Executive desire ----------------- to provide a mechanism pursuant to which Executive before the expiration of the Term of the Employment Agreement, the Company shall have a the right to reaquire and option (the capital stock of BETA on certain terms and conditions. The repurchase rights ("Repurchase Option") to cancel the Options, or to repurchase Shares to which the Options shall have been exercised at the price paid by the Purchaser, at the rate of 4,167 for every 30 days of the breach after due written notice and expiration of cure period the breach remains uncured. The Company's rights of repurchase and cancellation shall expire in accordance with the following schedule: Date of Termination Repurchase Option Up To ------------------- ----------------------- Before February 1, 2001 100,000 Options or Shares February 1, 2001 to January 31, 2002 50,000 Options or Shares After ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of Options or Shares will be limited to a maximum of 4,167 for each 30 days subject to continuing breach as provided for in the Agreement during the time period May 22, 2000 to May 22, 2002. If the Company elects to exercise its repurchase and cancellation rights at a time when the Option and/or Shares have partially vested, Purchaser shall have the right to determine whether and to what extent outstanding Options shall be dependent upon canceled or unvested shares, in order to meet the termination vesting provisions set forth herein. Except above. (b) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within 30 days following the said breach as provided herein and identified in the Stock Purchase Agreement, the Repurchase Option shall be exercisable for a period of six (6) years from the date of this Agreement, although Executive may not exercise such option before expiration of the third anniversary of this Agreement unless he is terminated by the Corporation either for Cause or Disability or he leaves for Good Reasonterminate. In these such instances he may repurchase the Shares prior to the expiration of the third anniversary of this Agreement. (b) The repurchase price shall be as follows: (i) If terminated for Cause, Disability, or Good Reason, at any time, or Voluntary Termination after the third anniversary of the date of this Agreement, Executive may repurchase the Shares for the market value of the Corporation as at the date of his termination at the formula as set forth in Paragraph 9 (b)(i) of the Stock Purchase Agreement. (ii) If terminated for Death or if Voluntary Termination occurs on or before the third anniversary of the Employment Agreement, no Repurchase Option shall will not be available to Executive. (iii) If terminated pursuant the Company if all loans and obligations under the Agreement due to Paragraph 1 hereof prior exercise of Options by Purchaser have been paid or forgiven or have been satisfied due to expiration of term or other events and the Repurchase Option will be the only remedy available to the expiration of the sixth anniversary of this Agreement, Executive may repurchase the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) of the Stock Purchase AgreementCompany. (c) Executive shall The Company may exercise his its Repurchase Option by giving delivering personally or by registered mail to Purchaser, within 30 days of breach in the Agreement, a notice pursuant in writing indicating the Company's intention to exercise the terms Repurchase Option and setting forth a date for closing not later than 30 days from the mailing of Paragraph 9 (c) such notice. The closing shall take place at the Company's office. At the closing, if any Shares are to be repurchased under the Repurchase Option, the holder of the certificates for the Shares being transferred shall deliver stock certificate or certificates and the Company shall deliver the purchase price either in the form of good funds or if Purchaser was provided loans by the Company then the Company will reduce the amount owed it including principle and all accrued interest thereon and will adjust the promissory note of Purchaser accordingly. In the event the payment is larger than the promissory note outstanding then the remainder will be paid by the Company in good funds. (d) This Stock Purchase AgreementRepurchase Agreement shall be void and unenforceable in the event the Company terminates the Purchaser's employment Without Cause or if the Purchaser resigns his employment for "Good Reason" as defined in paragraph 2.2 of the Purchaser's Employment Agreement dated May 22, 2000.

Repurchase Option. (a) The Corporation In the event Executive ceases to be employed by the Company or any of its Subsidiaries for any reason (the “Separation”), the Executive Securities (whether held by Executive or one or more of Executive’s Permitted Transferees, other than the Company and Executive desire ----------------- the Investors) will be subject to provide a mechanism repurchase, in each case by the Company and the Investors pursuant to which Executive shall have a right to reaquire the capital stock of BETA on certain terms and conditionsconditions set forth in this Section 3 (the “Repurchase Option”). (i) In the event that Executive’s employment is terminated with Cause or Executive resigns without Good Reason prior to the fifth anniversary of the date hereof, the Unvested Units will be forfeited, and the Vested Units (whether held by Executive or one or more of Executive’s Permitted Transferees, other than the Company and the Investors) will be subject to repurchase at the lower of Original Cost and Fair Market Value thereof. (ii) In event that Executive’s employment is terminated without Cause, Executive resigns with Good Reason or Executive resigns without Good Reason after the fifth anniversary of the date hereof, the Vested Units (whether held by Executive or one or more of Executive’s Permitted Transferees, other than the Company and the Investors) will be subject to repurchase at the Fair Market Value thereof, and the Unvested Units will be forfeited. Notwithstanding the foregoing, in the event that Executive’s employment with the Company and its Subsidiaries terminates pursuant to this paragraph 3(a)(ii) after the second anniversary of the date hereof, a number of Performance-Vesting Carried Common Units equal to (x) 2,981.25 multiplied by (y) the product of (1) .10 and (2) the number of complete years elapsed since the date hereof shall not be subject to repurchase pursuant to this paragraph 3(a)(ii) (the “Retained Performance-Vesting Carried Common Units”). The Retained Performance-Vesting Carried Common Units shall continue to be subject to the performance-vesting criteria specified in paragraph 2(c), but will be forfeited if a Qualified Change of Control is not consummated within six months from the date of Executive’s termination. (iii) In the event of a termination as a result of Executive’s death, Disability or retirement, the Vested Units will be subject to repurchase rights at the Fair Market Value thereof, and the Unvested Units will be forfeited. As used in this clause ("iii), the term “retirement” means retirement as of or following the federal age for retirement. (b) In connection with the exercise of the Repurchase Option", the Company (with Board approval) may elect to purchase all or any portion of the Executive Securities subject to repurchase hereunder by delivering written notice of its election to Executive within one (1) year days after Executive’s Separation (the “Repurchase Notice”). The Repurchase Notice will set forth the number of Executive Securities to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction. (c) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the Investors shall be dependent entitled to exercise the Repurchase Option for all (but not less than all) of the Executive Securities the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase all (but not less than all) of the Available Securities by giving written notice to the Company within 30 days after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Investors based upon the termination provisions number of Senior Preferred Units then owned by each Investor. As soon as practicable, and in any event within ten days, after the expiration of the 30-day period set forth hereinabove, the Company shall notify each holder of Executive Securities as to the number of units being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). Except as provided herein At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each Investor setting forth the number of units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Executive Securities to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Executive Securities to be purchased by each of them. In no event shall the Company and the Investors collectively elect to purchase less than 100% of the Executive Securities then subject to repurchase hereunder. (d) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Stock Purchase Repurchase Notice or Supplemental Repurchase Notice (subject to the final determination of Fair Market Value hereunder), which date shall not be more than 30 days after the final determination of the Fair Market Value of such Executive Securities, nor less than five days after the delivery of the Repurchase Notice or Supplemental Repurchase Notice. (e) The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) a subordinated note or notes payable in up to three annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time or (C) any combination of (A) and (B) as the Board may elect in its discretion. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company pursuant to the Repurchase Option shall be exercisable for a period subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law or such other governing law, and applicable restrictions in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of six Executive Securities hereunder which the Company is otherwise entitled or required to make or (6ii) years dividends or other transfers of funds from the date of this Agreement, although Executive may not exercise such option before expiration of the third anniversary of this Agreement unless he is terminated by the Corporation either for Cause one or Disability or he leaves for Good Reason. In these such instances he may repurchase the Shares prior more Subsidiaries to the expiration of Company to enable such repurchases, then the third anniversary of this AgreementCompany may make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions. (bg) The repurchase price provisions of this Section 3 shall be as follows: terminate upon the earlier to occur of the consummation of (i) If terminated for Causea Qualified Public Offering, Disability, or Good Reason, at any time, or Voluntary Termination after the third anniversary of the date of this Agreement, Executive may repurchase the Shares for the market value of the Corporation as at the date of his termination at the formula as set forth in Paragraph 9 (b)(i) of the Stock Purchase Agreement. and (ii) If terminated for Death or if Voluntary Termination occurs on or before the third anniversary a Qualified Change of the Employment Agreement, no Repurchase Option shall be available to ExecutiveControl. (iii) If terminated pursuant to Paragraph 1 hereof prior to the expiration of the sixth anniversary of this Agreement, Executive may repurchase the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) of the Stock Purchase Agreement. (c) Executive shall exercise his Repurchase Option by giving notice pursuant to the terms of Paragraph 9 (c) of the Stock Purchase Agreement.

Repurchase Option. (a) The Corporation Subject to a breach caused by Purchaser in the Employment Agreement dated as of ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement is Exhibit "C-1" to the Agreement ) that remains uncured after notice, and Executive desire ----------------- to provide a mechanism pursuant to which Executive before the expiration of the Term of the Employment Agreement, the Company shall have a the right to reaquire and option (the capital stock of BETA on certain terms and conditions. The repurchase rights ("Repurchase Option") to cancel the Options, or to repurchase Shares to which the Options shall have been exercised at the price paid by the Purchaser, at the rate of 14,583 for every 30 days of the breach after due written notice and expiration of cure period the breach remains uncured. The Company's rights of repurchase and cancellation shall expire in accordance with the following schedule: Date of Termination Repurchase Option Up To ------------------- ----------------------- Before August 22, 2001 350,000 Options or Shares August 23, 2001 to August 22, 2002 175,000 Options or Shares After ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of Options or Shares will be limited to a maximum of 14,583 for each 30 days subject to continuing breach as provided for in the Agreement during the time period August 22, 2000 to August 22, 2002. If the Company elects to exercise its repurchase and cancellation rights at a time when the Option and/or Shares have partially vested, Purchaser shall have the right to determine whether and to what extent outstanding Options shall be dependent upon canceled or unvested shares, in order to meet the termination vesting provisions set forth herein. Except above. (b) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within 30 days following the said breach as provided herein and identified in the Stock Purchase Agreement, the Repurchase Option shall be exercisable for a period of six (6) years from the date of this Agreement, although Executive may not exercise such option before expiration of the third anniversary of this Agreement unless he is terminated by the Corporation either for Cause or Disability or he leaves for Good Reasonterminate. In these such instances he may repurchase the Shares prior to the expiration of the third anniversary of this Agreement. (b) The repurchase price shall be as follows: (i) If terminated for Cause, Disability, or Good Reason, at any time, or Voluntary Termination after the third anniversary of the date of this Agreement, Executive may repurchase the Shares for the market value of the Corporation as at the date of his termination at the formula as set forth in Paragraph 9 (b)(i) of the Stock Purchase Agreement. (ii) If terminated for Death or if Voluntary Termination occurs on or before the third anniversary of the Employment Agreement, no Repurchase Option shall will not be available to Executive. (iii) If terminated pursuant the Company if all loans and obligations under the Agreement due to Paragraph 1 hereof prior exercise of Options by Purchaser have been paid or forgiven or have been satisfied due to expiration of term or other events and the Repurchase Option will be the only remedy available to the expiration of the sixth anniversary of this Agreement, Executive may repurchase the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) of the Stock Purchase AgreementCompany. (c) Executive shall The Company may exercise his its Repurchase Option by giving delivering personally or by registered mail to Purchaser, within 30 days of breach in the Agreement, a notice pursuant in writing indicating the Company's intention to exercise the terms Repurchase Option and setting forth a date for closing not later than 30 days from the mailing of Paragraph 9 (c) such notice. The closing shall take place at the Company's office. At the closing, if any Shares are to be repurchased under the Repurchase Option, the holder of the certificates for the Shares being transferred shall deliver stock certificate or certificates and the Company shall deliver the purchase price either in the form of good funds or if Purchaser was provided loans by the Company then the Company will reduce the amount owed it including principle and all accrued interest thereon and will adjust the promissory note of Purchaser accordingly. In the event the payment is larger than the promissory note outstanding then the remainder will be paid by the Company in good funds. (d) This Stock Purchase AgreementRepurchase Agreement shall be void and unenforceable in the event the Company terminates the Purchaser's employment Without Cause or if the Purchaser resigns his employment for "Good Reason" as defined in paragraph 2.2 of the Purchaser's Employment Agreement dated August 22, 2000.

Repurchase Option. (a) The Corporation Upon the termination of Recipient’s employment with the Company and Executive desire ----------------- all Subsidiaries for any reason (including, subject to provide Section 3(b), as a mechanism pursuant to which Executive result of Recipient’s death or disability), the Company or its assignee shall have a right to reaquire an irrevocable option (the capital stock of BETA on certain terms and conditions. The repurchase rights ("“Repurchase Option"”) to repurchase any and all unvested Shares from Recipient, at a price of $0.01 per share (the “Option Price”), as more particularly set forth in this Section 3; provided, however, that if such termination is (i) by the Company or any Subsidiary for any reason other than “cause” (as defined in the Recipient’s employment agreement with the Company) or (ii) by the Recipient for “good reason” (as defined in such Recipient’s employment agreement with the Company), then all of the Shares shall be dependent upon the termination provisions set forth herein. Except as provided herein deemed to be vested and in the Stock Purchase Agreement, not subject to the Repurchase Option shall be exercisable for a period of six (6) years from the date of this Agreement, although Executive may not exercise such option before expiration of the third anniversary of this Agreement unless he is terminated by the Corporation either for Cause or Disability or he leaves for Good Reason. In these such instances he may repurchase the Shares prior to the expiration of the third anniversary of this AgreementOption. (b) The repurchase price On the first anniversary of the date hereof 25% of the Shares shall vest and be as follows: (i) If terminated for Causereleased from the Repurchase Option, Disabilityon the second anniversary of the date hereof an additional 25% of the Shares shall vest and be released from the Repurchase Option, or Good Reason, at any time, or Voluntary Termination after on the third anniversary of the date hereof an additional 25% of this Agreement, Executive may repurchase the Shares for shall vest and be released from the market value Repurchase Option and on the fourth anniversary of the Corporation as at date hereof all of the remaining Shares shall vest and be released from the Repurchase Option (each such anniversary of the date of his termination at hereof, a "Vesting Date"); provided, however, that (i) if a Change in Control (as defined in the formula as set forth in Paragraph 9 (b)(iPlan) of the Stock Purchase Agreement. Company occurs, all the Shares shall immediately vest and be released from the Repurchase Option and (ii) If terminated for Death or if Voluntary Termination occurs on or before upon the third anniversary termination of Recipient's employment with the Company and all Subsidiaries as a result of the Employment AgreementRecipient's death or disability, no any Shares scheduled to vest on the first Vesting Date following such termination shall immediately vest and be released from the Repurchase Option shall be available to Executive. (iii) If terminated pursuant to Paragraph 1 hereof prior to the expiration of the sixth anniversary of this Agreement, Executive may repurchase the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) of the Stock Purchase AgreementOption. (c) Executive shall exercise his The Repurchase Option shall be exercised by giving written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered in accordance with Section 13(a). Such notice shall identify the number of Shares to be purchased and shall notify Recipient of the time, place and date for settlement of such purchase. The Company shall be entitled to pay for any Shares purchased pursuant to its Repurchase Option at the terms Company’s option in cash or by offset against any indebtedness owing to the Company by Recipient, or by a combination of Paragraph 9 (c) both. Upon delivery of such notice and payment of the Stock Purchase Agreementpurchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Shares being repurchased by the Company, without further action by Recipient.

Repurchase Option. (a) The Corporation If the First Closing or the Second Closing, as applicable, shall occur, C-TEC shall have the right to repurchase from RCN one or more of the Developmental Businesses on the terms and Executive desire ----------------- subject to provide the conditions set forth in this Section 10.01. During the period (i) beginning on the earliest of (A) the C-TEC Restructuring Termination Date, (B) if on January 1, 1997 C-TEC is not a mechanism party to a bona fide agreement with an unaffiliated third party pursuant to which Executive C-TEC is obligated (subject to standard closing conditions) to consummate a C-TEC Restructuring (a "Third Party Agreement") or, to the extent that no Third Party Agreement is required to effect a C- TEC Restructuring, a resolution of the Board of Directors of C-TEC authorizing the C-TEC Restructuring (an "Authorizing Board Resolution") has not been adopted, January 1, 1997 and (C) if on January 1, 1997 C-TEC is a party to a Third Party Agreement or, to the extent that no Third Party Agreement is required to effect a C-TEC Restructuring, an Authorizing Board Resolution is in effect, then the first date thereafter on which either C- TEC is no longer bound by any Third Party Agreement or an Authorizing Board Resolution is no longer in effect, as the case may be, and (ii) ending 30 days thereafter (the "Repurchase Option Period"), C-TEC shall have a right to reaquire the capital stock of BETA on certain terms and conditions. The repurchase rights option (the "Repurchase Option") shall be dependent upon to repurchase from RCN, at the termination provisions election of C-TEC, and subject to C-TEC Board Approval, any or all of the Developmental Businesses as set forth herein. Except If C-TEC wishes to consider the exercise of the Repurchase Option, C-TEC shall deliver to RCN a request (the "Repurchase Price Request") for a Repurchase Price Certificate (as provided defined below) by no later than the tenth day of the Repurchase Option Period. By no later than the tenth day after its receipt, if any, of the Repurchase Price Request, RCN shall deliver to C-TEC a certificate executed by the Chairman of the Board, the President or any Vice President of RCN (the "Repurchase Price Certificate") setting forth for each Developmental Business the price at which C-TEC may repurchase such business pursuant to the Repurchase Option (the "Repurchase Price") as of such date and reasonable detail regarding the calculation of each such Repurchase Price. The date upon which the Repurchase Price Certificate is so delivered is referred to herein as the "Certificate Date". If C-TEC disagrees as to any calculation in the Repurchase Price Certificate, the parties will resolve the dispute promptly and in good faith, provided that any such resolution shall be subject to C-TEC Board Approval. The Repurchase Price for any given Developmental Business shall be an amount equal to the Repurchase Allocated Price (as hereinafter defined) with respect to such Developmental Business adjusted as follows: (i) increased by the Contribution Amount with respect to all Contributions made directly or indirectly by RCN to such Developmental Business after the applicable Closing and prior to the Certificate Date, (ii) reduced by the Distribution Amount with respect to all Distributions made directly or indirectly to RCN by such Developmental Business after the applicable Closing and prior to the Certificate Date and (iii) increased by an amount (the "IRR Interest Amount") necessary to provide RCN with a 7% annual internal rate of return on its investment (i.e., Repurchase Allocated Price, plus post-Closing Contributions, less post-Closing Distributions) in such Developmental Business. The IRR Interest Amount shall be adjusted from the amount set forth in the Repurchase Price Certificate depending on the date upon which the Repurchase Closing, if any, takes place. From (w) the Certificate Date to (x) the date the Repurchase Option expires unexercised or the Repurchase Closing takes place, as the case may be, RCN shall not make any Contributions to any Developmental Business subject to the Repurchase Option or permit any such Developmental Business to make any Distributions, without the consent of C-TEC, which consent shall not be unreasonably withheld. If any such Contribution or Distribution is made with the consent of C-TEC, the relevant Repurchase Price shall be adjusted appropriately. With respect to each Developmental Business, the parties will cooperate in good faith regarding its capitalization, management and operations between (y) the first date of the Repurchase Option Period and (z) the date upon which either the Repurchase Option with respect thereto expires unexercised or the date upon which the Repurchase Closing occurs. The parties acknowledge further that the CIT Purchase Price referred to in Section 2.02 was calculated on the basis of the value of the CIT Businesses as a whole, and that no specific allocation was made in arriving at the CIT Purchase Price. In order to establish the Repurchase Price for each Developmental Business and for purposes of Section 10.02, however, the parties have made certain allocations. For purposes hereof, the "Repurchase Allocated Price" for each Developmental Business is as follows: (i) in the case of the CLD Business, $20,000,000 increased by the sum of (x) the CLD Closing Contribution Amount and (y) the Allocable CIT Interest Amount with respect to CLD, if any, and decreased by the CLD Closing Distribution Amount, (ii) in the case of the International Business, $77,088,000 increased by the sum of (x) Mazon Interest Amount and (y) the Allocable CIT Interest Amount with r▇▇▇▇▇t to International, if any, and decreased by the International Closing Distribution Amount, (iii) in the case of the TEC Air Business, $3,000,000 increased by the sum of (x) the TEC Air Closing Contribution Amount and (y) the Allocable CIT Interest Amount with respect to TEC Air, if any, and decreased by the TEC Air Closing Distribution Amount and (iv) in the case of the UrbanNet Business, the UrbanNet Purchase Price. (b) During the Repurchase Option Period, C-TEC shall be permitted to conduct a due diligence investigation of the Developmental Businesses and RCN shall provide C-TEC with such information and assistance in connection therewith as C-TEC shall reasonably request. (c) C-TEC may exercise the Repurchase Option at any time during the Repurchase Option Period by delivering a written notice (the "Exercise Notice") to RCN which shall contain an unconditional exercise of the Repurchase Option and shall list the Developmental Business or Businesses to be repurchased (the "Designated Businesses"). Upon delivery of the Exercise Notice, the Repurchase Option and the related rights and obligations of the parties under this Section 10.01 shall terminate with respect to any Developmental Business that is not a Designated Business. If C-TEC delivers an Exercise Notice, the following provisions shall apply with respect to the repurchase of the Designated Business or Businesses (the "Repurchase"). The parties agree to use their reasonable best efforts both to satisfy all applicable regulatory requirements, including obtaining all regulatory approvals, and to obtain all third party approvals necessary to consummate the Repurchase as promptly as practicable. The Repurchase shall be consummated as promptly as possible, but in any event no later than five business days after the receipt of all necessary regulatory and third party approvals. The Repurchase shall be consummated at a closing at the offices of C-TEC (the "Repurchase Closing"). The Repurchase shall be effected through the purchase and sale of the same securities (or, if applicable with respect to International, the assets and liabilities of International) as the original purchases and sales pursuant to Article II hereof; provided, however, that if RCN purchases the CIT Businesses by purchasing the Company Shares pursuant to Section 2.02 hereof, and if C-TEC desires to repurchase one or both of International and TEC Air but not CLD, C-TEC shall purchase the stock of one or both of International and TEC Air, as the case may be, rather than the stock of CLD. The corporation or corporations whose stock is to be purchased in accordance with this paragraph are referred to herein as the "Purchased Corporations". The Repurchase Price shall be paid as follows: (i) to the extent that the Repurchase Price of a Developmental Business is equal to or less than the Repurchase Allocated Price of such Developmental Business, then (x) in the case of the UrbanNet Business and the Freedom Interest, in cash, and (y) in the case of any of the CIT Businesses, in cash, C-TEC Class B Shares and C-TEC Common Shares in the same proportion as Seller received from Buyer pursuant to Section 2.02, (ii) with respect to any excess of the Repurchase Price of a Developmental Business other than the UrbanNet Business or the Freedom Interest, over the Repurchase Allocated Price of such Developmental Business, in any combination, as determined by C-TEC in its sole discretion, of cash, C-TEC Class B Shares and C-TEC Common Shares, and (iii) with respect to any excess of the Repurchase Price of the UrbanNet Business or the Freedom Interest over the Repurchase Allocated Price of such Developmental Business, in cash. For purposes of clause (i) of the preceding sentence, any C-TEC Class B Shares and C-TEC Common Shares delivered shall be valued in accordance with the third paragraph of Section 2.02(a), and for purposes of clause (ii) of the preceding sentence, (1) any C-TEC Class B Shares delivered shall be valued based on the average closing price of C-TEC Class B Shares on the Nasdaq SmallCap Market for the ten trading days ending two business days prior to the date of the Repurchase Closing and (2) any C-TEC Common Shares, if any, delivered shall be valued based on the average closing price of C-TEC Common Shares on the Nasdaq Stock Purchase AgreementMarket for the ten trading days ending two business days prior to the date of the Repurchase Closing. Any C-TEC Common Shares or C-TEC Class B Shares delivered by Seller as consideration shall be fully paid and nonassessable and Seller shall transfer and deliver such shares free and clear of any Liens. At the Repurchase Closing, (i) C-TEC shall deliver to RCN: (A) any cash consideration by wire transfer in immediately available funds to an account in the United States, which account shall be designated by RCN no later than two business days prior to the date of the Repurchase Closing; (B) certificates for any consideration to be delivered in the form of C-TEC Class B Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto; and (C) certificates for any consideration to be delivered in the form of C-TEC Common Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto. (ii) RCN shall deliver or cause to be delivered to C-TEC good and valid title to all of the capital stock (or, if applicable with respect to International, the assets and liabilities of International) of the Purchased Corporations owned directly or indirectly by RCN free and clear of any Lien. (d) If C-TEC does not deliver an Exercise Notice by the last day of the Repurchase Option Period, the Repurchase Option shall be exercisable for a period of six (6) years from expire and the date of this Agreement, although Executive may not exercise such option before expiration rights and obligations of the third anniversary parties under this Section 10.01 shall terminate. If the Repurchase Closing has not previously occurred, and regardless of whether C-TEC has previously delivered an Exercise Notice, all rights of C-TEC under this Agreement unless he Section 10.01 shall terminate immediately if a C-TEC Restructuring is terminated by the Corporation either for Cause or Disability or he leaves for Good Reason. In these such instances he may repurchase the Shares prior to the expiration of the third anniversary of this Agreementconsummated. (be) The With respect to each Developmental Business, between the First or Second Closing, as applicable, and the termination of C-TEC's right to repurchase price shall be as follows: such Developmental Business under this Section 10.01, RCN agrees (i) If terminated for Causeto operate such Developmental Business using the corporate structure existing at the First or Second Closing, Disabilityas applicable, except with respect to any "arm's length" arrangements with MFS or its Affiliates and as contemplated in the Liberty Transaction (as hereinafter defined) and except to the extent any changes thereto would not materially adversely affect C-TEC's rights hereunder; (ii) to act in good faith in connection with any transaction that may be construed as Contribution to, or Good Reasona Distribution from, at such Developmental Business; (iii) not to sell, lease, transfer, pledge or otherwise encumber its interest in such Developmental Business other than to a Buyer Designee, provided that (x) UrbanNet Parent may form a Person, controlled by UrbanNet Parent, to which it may transfer shares of capital stock of any time, or Voluntary Termination after the third anniversary of the date of this AgreementUrbanNet Subsidiaries, Executive (y) UrbanNet Parent may repurchase the Shares for the market value cause any Person controlled by UrbanNet Parent to enter into an "arm's-length" agreement or arrangement with MFS pursuant to which MFS acquires any of the Corporation as at capital stock (or its equivalent) or any security convertible or exchangeable into such capital stock (or its equivalent), of such Person, and (z) UrbanNet Parent may cause the date conversion of his termination at the formula as set forth in Paragraph 9 (b)(i) any of the Stock Purchase AgreementUrbanNet Subsidiaries into another form of Person; and (iv) to use reasonable efforts to operate such Developmental Business in the Ordinary Course and in such a manner that the representations and warranties given by Seller in this Agreement would not be untrue in any material respect. (iif) If terminated for Death In the event C-TEC elects to exercise the Repurchase Option, it agrees to cooperate with RCN and to use its best efforts in structuring the Repurchase and in determining the type of consideration to be used in paying the Repurchase Price to minimize the Tax cost to RCN from the Repurchase, provided that C-TEC will be under no obligation to take a course of action that would be economically detrimental to C-TEC or if Voluntary Termination occurs on or before the third anniversary of the Employment Agreement, no Repurchase Option shall be available contrary to Executiveits overall business objectives. (iii) If terminated pursuant to Paragraph 1 hereof prior to the expiration of the sixth anniversary of this Agreement, Executive may repurchase the Shares for the repurchase price as set forth in Paragraph 9 (b)(iii) of the Stock Purchase Agreement. (c) Executive shall exercise his Repurchase Option by giving notice pursuant to the terms of Paragraph 9 (c) of the Stock Purchase Agreement.