Common use of Repurchase Option Clause in Contracts

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in Optionee's ’s Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his its transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in Optionee's Option Agreement.

Repurchase Option. (a) A. If Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) B. Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) 90 days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) 30 days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) C. At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) D. If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) 90 days following the termination, the Repurchase Option shall terminate. (e) E. The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's ’s Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as Purchaser ceases to be a Service Provider is terminated for any reason, including for cause, death, death and Disability, the Company or its assignee shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's Unvested ’s Unreleased Shares as of the date of such termination on which Purchaser ceases to be a Service Provider at the purchase price paid by the Purchaser for such Shares in connection with the Stock Purchase Rights (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the The Company may exercise its Repurchase Option by delivering delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety (90) days of the terminationdate on which Purchaser ceases to be a Service Provider, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Unreleased Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Unreleased Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the terminationdate on which Purchaser ceases to be a Service Provider, the Repurchase Option shall terminate. (e) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Shares shall be released from the Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule set forth in Optionee's the Grant Notice until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded to the nearest whole share. (f) Any Shares which from time to time have not yet been released from the Company’s Repurchase Option Agreementpursuant to Section 3(e) above shall be referred to herein as “Unreleased Shares.”

Repurchase Option. (a) If Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, and death or Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, up to all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate lapse in accordance with the vesting schedule contained in Optionee's ’s Option Agreement.

Repurchase Option. (a) If Purchaserthe Company receives written notice from the Escrow Agent pursuant to Section 7.3(d)(i)(1) of the Acquisition Agreement regarding the Company's status as right to purchase a Service Provider is terminated for any reason, including for cause, death, and Disabilitycertain number of Shares that were previously issued on exercise of the Option, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as Optionee the case may be, all Shares specified in such notice at a price of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares US$0.10 per Share (the "Repurchase Option"). (b) Upon the occurrence receipt of such terminationnotice, the Company may exercise its Repurchase Option by delivering personally personally, by registered or certified mail, or by registered mailovernight courier, to Purchaser (or his Optionee transferee or legal representative, as the case may be), within ninety sixty (9060) days of the terminationdays, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty fifteen (3015) days from the mailing date of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred Optionee shall deliver the stock certificate or certificates evidencing the Unvested Sharesshares subject to the Repurchase Option, and the Company shall deliver the purchase price (the "Repurchase Price") therefor. (c) At its optionPayment of the Repurchase Price may be made, at the option of the Company, in cash (by check). If the Company elects to pay the entire Repurchase Price by check, it may elect to make such payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating Optionee which states the name and address of the bank, bank and the date of closing, and waiving waives the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety sixty (9060) days following the terminationreceipt of notice from the Escrow Agent, the Repurchase Option shall terminate. (e) The , and the shares subject to the Repurchase Option shall terminate be considered returned to the Optionee from the Repurchase Fund (as defined in accordance with the vesting schedule contained in Optionee's Option Acquisition Agreement).

Repurchase Option. Subject to the provisions of Section 3.2 below, if Participant has a Termination of Service (aas defined below) If Purchaser's status before all of the Shares are released from the Company’s Repurchase Option (as defined below), the Company shall, upon the date of such Termination of Service (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a Service Provider is terminated for period of ninety days after the date Participant has a Termination of Service, to repurchase all or any reasonportion of the Unreleased Shares (as defined below in Section 3.3) at such time (the “Repurchase Option”) at the Purchase Price per Share (the “Repurchase Price”). The Repurchase Option shall lapse and terminate ninety days after the Participant’s Termination of Service. The Repurchase Option shall be exercisable by the Company by written notice to Participant or Participant’s executor (with a copy to the escrow agent appointed pursuant to Section 4.1 below) and, including for causeat the Company’s option, deathby delivery to Participant or Participant’s executor with such notice of payment in cash or a check in the amount of the Repurchase Price times the number of Shares to be repurchased (the “Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and Disability, the Company shall have the right to retain and option transfer to purchase from Purchaser, or Purchaser's personal representative, as its own name the case may be, all number of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected repurchased by the Company. The In the event the Company repurchases any Shares under this Section 3.1, any dividends or other distributions paid on such Shares and held by the escrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall avail itself of this option be promptly paid by a notice in writing the escrow agent to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as Purchaser ceases to be a Service Provider is terminated for any reason, including for cause, death, death and Disability, the Company or its assignee shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's Unvested ’s Unreleased Shares (as defined below) as of the date of such termination on which Purchaser ceases to be a Service Provider at the purchase price paid by the Purchaser for such Shares in connection with the Stock Purchase Rights (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the The Company may exercise its Repurchase Option by delivering delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety (90) days of the terminationdate on which Purchaser ceases to be a Service Provider, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Unreleased Shares, and the Company shall deliver the purchase price therefor. Notwithstanding the foregoing, in the event the purchase price of the Unreleased Shares is zero, then the Company automatically shall be deemed to have exercised its Repurchase Option on the date Purchaser ceases to be a Service Provider, and Purchaser shall deliver the stock certificate or certificates evidencing the Unreleased Shares to the Company upon Purchaser’s cessation of services to the Company. (c) At its option, the Company may elect to make any payment for the Unvested Unreleased Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option, or if such Repurchase Option conferred above is not automatically exercised in accordance with Section 3(b) above, by giving the requisite notice within ninety (90) days following the terminationdate on which Purchaser ceases to be a Service Provider, the Repurchase Option shall terminate. (e) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Shares shall be released from the Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule set forth in Optionee's the Grant Notice until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded to the nearest whole share. (f) Any Shares which from time to time have not yet been released from the Company’s Repurchase Option Agreementpursuant to Section 3(e) above shall be referred to herein as “Unreleased Shares.”

Repurchase Option. (a) If Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, death and Disability, the Company or it’s assignee of rights hereunder shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company or it’s assignee of rights hereunder may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's ’s Option Agreement.

Repurchase Option. (a) If Purchaser's status as Purchaser ceases to be a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company or its assignee shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's Unvested ’s Unreleased Shares as of the date of such termination on which Purchaser ceases to be a Service Provider at the purchase price paid by the Purchaser for such Shares in connection with the Stock Purchase Rights (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the The Company may exercise its Repurchase Option by delivering delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety (90) days of the terminationdate on which Purchaser ceases to be a Service Provider, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Unreleased Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Unreleased Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the terminationdate on which Purchaser ceases to be a Service Provider, the Repurchase Option shall terminate. (e) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Shares shall be released from the Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule set forth in Optionee's the Grant Notice until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded to the nearest whole share. (f) Any Shares which from time to time have not yet been released from the Company’s Repurchase Option Agreementpursuant to Section 3(e) above shall be referred to herein as “Unreleased Shares.”

Repurchase Option. (a) If Purchaser's status as a Service Provider employment or consulting relationship with the Company is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status Continuous Status as a Service Provider an Employee or Consultant is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. a. If the Service of the Participant with the Company terminates for any reason (including (a) If Purchaser's status as a Service Provider is terminated for any reasontermination by the Company with or without Cause, including for cause, (b) termination due to the Participant’s death, and (c) termination due to the Participant’s Disability, (d) voluntary termination by the Participant, whether or not for Good Reason, or (e) mutually agreed termination) prior to a Sale of the Company or an IPO, the Company or its designee shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) any or all Vested Shares, subject to the terms and option to purchase from Purchaserconditions set forth herein and in Section 2.12 the Operating Agreement (including, or Purchaser's personal representativebut not limited to, as the case may be, all determination of the Purchaser's Unvested Redemption Price as set forth in Section 2.12 of the Operating Agreement, but subject to Section 3.b. of this Schedule I, and provided that the Redemption Price shall take into account the “profits interest” nature of the Shares within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, and Revenue Procedure 2001-43, 2001-2 C.B. 191, and the limitation on the rights of the Shares to participate in distributions as set forth in Section 2), the Participant shall be treated as a “Withdrawing Member” and the events described in clauses (a) through (e) above shall be treated as a “Redemption Event”. b. In the event the Service of the Participant terminates other than as a result of termination by the Company for Cause or by the Participant without Good Reason, if the Company exercises the Repurchase Right and the value of the Shares is initially determined by an appraiser selected by the Company, then, notwithstanding anything in Section 2.12(e) of the Operating Agreement to the contrary: i. The Company shall instruct the appraiser selected by it not to take into account any minority interest discount or any discount for lack of marketability in determining the value of the Shares; ii. If the Participant disagrees with the value of the Shares as determined by the appraiser selected by the Company and the Participant notifies the Company in writing of such disagreement, the Participant may engage a second independent appraiser to determine the value of the date Shares, and the Redemption Price shall be selected by third appraiser mutually agreed by the appraiser selected by the Company and the appraiser selected by the Participant, which third appraiser shall be required to select either the value of the Shares as determined by the appraiser selected by the Company or the value of the Shares as determined by the appraiser selected by the Participant, based on which appraisal such third appraiser believes more accurately reflects the value of the Shares; and iii. If there is a Sale of the Company pursuant to a sale process initiated by the Company before the first anniversary of the Termination Date and the value of the consideration the Participant would have received with respect to the Shares in connection with such Sale of the Company if such Shares had not been repurchased by the Company exceeds the Redemption Price (as determined prior to taking into account the adjustment contemplated by this Section 3.b.iii), the Redemption Price shall be increased by the amount of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option")excess. c. The Company’s Repurchase Right described herein may, in the Company’s discretion, be exercised by a designee or designees of the Company and, for the purposes of this section, references to the “Company” shall (bunless the context otherwise requires) Upon the occurrence of such terminationinclude its designee or designees. d. Notwithstanding anything contained herein, the Company may exercise its Repurchase Option by delivering personally or by registered maildelay payment of the Redemption Price for such period as may be necessary to avoid adverse accounting consequences for the Company, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days avoid violation of the termination, a notice in writing indicating the Company's intention terms of any financing agreement applicable to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver or to avoid violation of any provisions of Applicable Laws restricting distributions or the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected redemption of equity by the Company. The Company . e. In the event that any Shares held by the Participant shall avail itself of this option by a notice in writing be transferred to Purchaser stating the name and address of the bankanother person or entity, date of closing, and waiving the closing at the Company's office’s Repurchase Right shall extend and apply to all Shares held by such transferee or transferees. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (ai) If In the event of the voluntary or involuntary termination of Purchaser's status as a Service Provider is terminated employment with the Company for any reasonreason (including death or disability), including for with or without cause, deaththe Company shall upon the date of such termination (the "Termination Date") have an irrevocable, exclusive option (the ---------------- "Repurchase Option") for a period of 60 days from such date to repurchase all or ----------------- any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the Repurchase Option -------- ------- shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company to not qualify as "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended. (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase 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 Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as transfer to its own name the case may be, all number of the Purchaser's Unvested Shares as of the date of such termination at the price paid being repurchased by the Purchaser for such Shares (the "Repurchase Option")Company, without further action by Purchaser. (biii) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, Subject to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90Section 3(a)(iv) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the terminationbelow, the Repurchase Option shall terminatebe in effect with respect to 60% of the Shares as of the Purchase Date, with 40% of the Shares not being subject to the Repurchase Option as of the Purchase Date. The Repurchase Option as to the remaining 60% of the Shares shall lapse as to 1/36 of such remaining shares on each monthly anniversary of the closing date of the sale of at least $4,000,000 of the Company's Series A Preferred Stock (the "Vesting Commencement Date"), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment with the Company has not been terminated prior to the date of any such release). Fractional shares shall be rounded to the nearest whole share. Shares as to which the Repurchase Option has not lapsed are referred to as "Unvested Shares." --------------- (iv) For purposes hereunder, a "Merger" shall mean the completion of a merger or consolidation of the Company in which the Company is not the survivor or in which greater than 50% of the voting power of the Company is transferred, or a sale of all or substantially all of the Company's assets or capital stock, excluding a transaction for the sole purpose of changing the legal domicile of the Company. In the event that Purchaser's employment with the Company (or its successor entity) is terminated without Cause (defined below) or as a result of a Constructive Termination (defined below) at any time after the consummation of a Merger, the Repurchase Option shall immediately lapse as to any remaining Unvested Shares. Upon termination of the repurchase rights described in Section 3(a)(i) a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Purchaser. (ev) The Repurchase Option shall terminate in accordance For purposes of this Agreement, "Cause" for the termination ----- of Purchaser's employment with the vesting schedule contained Company or its successor will exist at any time after the happening of one or more of the following events: (1) Purchaser's willful misconduct or material failure in Optioneethe performance of the duties of his position with the Company or its successor, including Purchaser's Option failure to comply in any material respect with the legal directives of the Company's Chief Executive Officer or the Board of Directors so long as such directives are not unreasonably inconsistent with the Purchaser's position and duties, and such refusal to comply is not remedied within 10 days after receiving written notice from the Company or its successor, which written notice shall state that failure to remedy such conduct may result in termination for Cause; or (2) conduct that materially adversely affects the Company or its successor or is materially detrimental to the reputation of the Founder or of the Company or its successor, including but not limited to conviction of a felony involving moral turpitude. (vi) For purposes of this Agreement, "Constructive Termination" ------------------------ shall be deemed to occur if (1) there is an adverse change in Purchaser's position with the Company or its successor causing such position to be of materially reduced stature or responsibility; (2) a reduction of more than 25% of Purchaser's base compensation, or (3) Purchaser's refusal to relocate to a facility or location that is more than fifty (50) miles from ▇▇▇▇▇▇▇.▇▇▇, Inc.'s principal place of business unless such location is within fifty (50) miles from Founder's residence.

Repurchase Option. (a) If the Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from the Purchaser, or the Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to the Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to the Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in Optionee's ’s Option Agreement.

Repurchase Option. (a) If Purchaser's status as In the event the Purchaser ceases to be an employee, consultant or director (a “Service Provider is terminated Provider”) for any or no reason, including without limitation, by reason of Purchaser’s death or disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), “Disability”) resignation or involuntary termination, the Company shall upon the date of such termination (as reasonably fixed and determined by the Company) have the right, but not the obligation (the “Repurchase Option”), for causea period of ninety (90) days from such date, to repurchase any Shares which have not yet been released from the Repurchase Option (the “Unreleased Shares) at $ per share (the “Repurchase Price”). The Repurchase Option shall be exercised by the Company by delivering written notice to the Purchaser or, in the event of the Purchaser’s death, the Purchaser’s executor, and Disabilityby delivering to the Purchaser or the Purchaser’s executor a check in the amount of the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Unreleased Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and option transfer to purchase from Purchaser, or Purchaser's personal representative, as its own name the case may be, all number of the Purchaser's Unvested Unreleased Shares as of the date of such termination at the price paid being repurchased by the Purchaser for such Shares (the "Repurchase Option")Company. (b) Upon the occurrence The Company in its sole discretion may designate and assign one or more employees, officers, directors or stockholders of such termination, the Company may or other persons or organizations to exercise its all or a part of the Company’s Repurchase Option by delivering personally to purchase all or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days a part of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Unreleased Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status Continuous Status as a Service Provider is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase OptionREPURCHASE OPTION"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated In the event of the voluntary or involuntary termination of employment of Purchaser with the Company for any reason, with or without cause (including death or disability), the Company shall, upon the date of such termination, 2 have an irrevocable, exclusive option for causea period of sixty (60) days from such date 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 at the original purchase price per Share specified in Section 1. The option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, deathat the Company's option, (i) by delivery to the Purchaser or Purchaser's executor with such Notice of a check in the amount of the purchase price for the Shares being purchased, or (ii) in the event the Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase 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 Disability, the Company shall have the right and to transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser. One hundred percent (100%) of the Shares purchased by Purchaser shall initially be subject to the Company's repurchase option to purchase as set forth above. Thereafter, the Shares held by Purchaser shall be released from Purchaser, or the Company's repurchase option under this Section 3(a) as follows (provided in each case that Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of employment has not been terminated prior to the date of any such termination release): 1/4th of the original number of Shares shall be released from the repurchase option one year from the Effective Date, and then 1/48th of the original number of Shares shall be released from the repurchase option at the price paid by end of each calendar month thereafter. Fractional shares shall be rounded to the Purchaser for such Shares (the "Repurchase Option")nearest whole share. (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider an Employee, Consultant or director, as applicable, is terminated for any or no reason, including for cause or without cause, death, and Disabilitydeath or disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all or any portion of the Purchaser's ’s Then-Unvested Shares (as defined below) as of the date of such termination at the original exercise price paid by the Purchaser for such Shares (the "Repurchase Option"), which repurchase price may be paid in cash, by cancellation of indebtedness under the Note, or a combination. The term "Then-Unvested Shares" as used herein shall mean that portion of the Unvested Shares that remain unvested on such termination date in accordance with the vesting provisions set forth in the Option Agreement. (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Then-Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Then-Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Then-Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) 1. If Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, death and Disability, the Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) 2. Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of with a copy to the terminationescrow agent described in Section 2 below, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place AND, at the Company's office’s option, (i) by delivering to the Purchaser.(or the Purchaser’s transferee or legal representative) a check in the amount of the aggregate repurchase price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness to the Company equal to the aggregate repurchase price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such aggregate repurchase price. At Upon delivery of such notice and payment of the closingaggregate repurchase price in any of the ways described above, the holder Company shall become the legal and beneficial owner of the certificates for the Unvested Shares being transferred shall deliver repurchased and the stock certificate rights and interests therein or certificates evidencing the Unvested Sharesrelating thereto, and the Company shall deliver have the purchase price thereforright to retain and transfer to its own name the number of Unvested Shares being repurchased by the Company. (c) At its option3. Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may elect designate and assign one or more employees, officers, directors or stockholders of the. Company or other persons or organizations to make payment for the Unvested Shares to exercise all or a bank selected by part of the Company. The Company shall avail itself ’s Repurchase Option under this Agreement and purchase all or a part of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's officesuch Unvested Shares. (d) 4. If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) 5. The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Purchaser’s Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company C ompany does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in Optionee's Option Agreement.

Repurchase Option. (a) If PurchaserRecipient's status as a Service Provider employment with the Company or any Parent or Subsidiary is terminated for any reason, including for cause, death, and Disabilitydeath or Disability (such date of termination of service is hereinafter referred to as the "Termination Date"), the Company shall have the right and option right, but not the obligation, to purchase from PurchaserRecipient, or PurchaserRecipient's personal representative, as the case may be, any or all of the PurchaserRecipient's Unvested Shares that have not become vested pursuant to Section 2(a) of this Agreement as of the date of such termination Termination Date, at the price paid by par value of the Purchaser for such Unvested Shares (the "Repurchase Option")) and otherwise in accordance with the terms set forth below. (b) Upon the occurrence of such termination, the The Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser Recipient (or his or her transferee or legal representative, as the case may be), within ninety twelve (9012) days months after the date of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety twelve (9012) days months following the terminationTermination Date, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a1) If Purchaser's status as a Service Provider is terminated Upon termination of your employment with the Company or an Affiliate for any reason, including for cause, death, and Disability, reason the Company shall have the right and option to purchase from Purchaser, you or Purchaser's personal representative, any holder of the Shares as the case may be, permitted under Section III(4) (a “Holder”) any or all of the Purchaser's Unvested Shares as of the date of such termination at the per Share purchase price paid by the Purchaser you for such Shares (the "“Repurchase Option"”). (b2) Upon the occurrence of such termination, the The Company may exercise its the Repurchase Option by delivering personally or by registered mail, to Purchaser (you or his transferee or legal representative, as the case may be), a Holder within ninety (90) days of the terminationdate of termination of your employment, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder Secretary of the certificates for the Unvested Shares being transferred Company or other escrow agent as provided in Section VI shall deliver the stock certificate or certificates evidencing the Unvested SharesShares to the Company, and the Company shall deliver the purchase price therefor. (c3) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser you or a Holder stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d4) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice to you or a Holder within ninety (90) days following the terminationdate of termination of your employment, the Repurchase Option shall terminate, and any restrictions on Shares remaining as of the date of the termination of your employment shall lapse immediately. (e5) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Shares shall be released from the Repurchase Option shall terminate in accordance with the vesting schedule contained set forth in Optionee's Option AgreementSection III(1).

Repurchase Option. (a) If Purchaser's status as a Service Provider employment or consulting relationship with the Company is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice 22 in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider employment or consulting relationship with the Company is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice 54 in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status Continuous Status as a Service Provider is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase REPURCHASE Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's ’s status as a Service Provider is terminated for any reason, whether voluntary or involuntary, including for cause, death, death and Disability, the Company or its assignee of rights hereunder shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the terminationtermination (as reasonably fixed and determined by the Company), a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. The purchase price pursuant to the Company’s Repurchase Option may be satisfied by either (i) delivery to the Purchaser or legal representative of a check in the amount of the purchase price for the Unvested Shares being repurchased, (ii) by cancellation by the Company of an amount of Purchasers, indebtedness, if any, to the Company equal to the purchase price for the Unvested Shares being repurchased or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the aggregate purchase price. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company or its assignee of rights hereunder may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's ’s Option Agreement.

Repurchase Option. (a) If Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's ’s Option Agreement.

Repurchase Option. (a) If In the event of termination of Purchaser's status as a Service Provider is terminated employment arrangement with the Company (the "Employment Arrangement") for any reason, with or without cause (whether voluntary or involuntary, including for cause, death, and Disabilitydeath or disability) (collectively referred to as the "Termination"), the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of upon the date of such termination at the price paid by the Purchaser for such Shares Termination have an irrevocable and exclusive option (the "Repurchase Option")) to repurchase up to the total number of the Shares specified in Section 3.1(b) at the Original Issuance Price per Share, as adjusted for stock splits, stock dividends, consolidations and the like. (b) Upon All of the occurrence Shares purchased by Purchaser shall initially be subject to the Repurchase Option. Thereafter, the Shares initially subject to the Repurchase Option shall be released from the Repurchase Option, cumulatively, as to one fourth (1/4) of such terminationshares after twelve (12) months following such Vesting Commencement Date and as to one forty-eighth (1/48) of such Shares after each month following such twelve (12) month period during the Employment Arrangement. (c) Within sixty (60) days following Purchaser's Termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, shall notify Purchaser as to Purchaser whether it (or his transferee its assignee) wishes to purchase all or legal representative, as the case may be), within ninety (90) days a portion of the terminationShares pursuant to the exercise of the Repurchase Option. If the Company (or its assignee) elects to purchase such Shares hereunder, a notice it shall notify Purchaser in writing indicating the Company's of its (or its assignee's) intention to exercise purchase such Shares hereunder at the Repurchase Option repurchase price per share set pursuant to Section 3.1(a) and setting forth either (i) set a date and location for the closing of the transaction not later than thirty (30) days from the mailing date of such notice. The closing notice at which time the Company (or its assignee) shall take place at tender payment for the Shares or (ii) close the transaction by mail by including payment for the Shares with the Company's officenotice to Purchaser. Payment for the Shares may be in the form of cash, the Company's check or cancellation of all or a portion of Purchaser's indebtedness to the Company or any combination thereof. At the such closing, the holder of certificate(s) representing the certificates for the Unvested Shares being transferred so purchased shall deliver the stock certificate or certificates evidencing the Unvested Shares, and be delivered to the Company shall deliver and cancelled (or the purchase price therefor. (c) At its option, the Company may elect Shares transferred to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (dassignee, if applicable) If or, in the case of payment by the Company does not elect (or its assignee) by mail, such certificate(s) shall be deemed cancelled (or the Shares transferred to exercise the Company's assignee, if applicable) as of the date of the mailing of the Company's notice and, thereafter, shall be promptly returned by Purchaser to the Company by certified or registered mail. Shares subject to the Repurchase Option conferred above by giving as to which the requisite notice Company (or its assignee) has not exercised its Repurchase Option within ninety (90) days following the termination, Purchaser's Termination shall be released from the Repurchase Option shall terminateOption. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If PurchaserIn the event that Optionee's status as a Service Provider is terminated employment or other relationship with the Company and all of its Subsidiaries terminates for any reasonreason (including, including for causewithout limitation, by reason of Optionee's death, and Disabilitydisability, retirement, voluntary resignation or dismissal by the Company or any of its Subsidiaries, with or without Cause), the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option") to purchase from Optionee all or any portion of the Shares acquired by Optionee upon exercise of the Option for a period of six (6) months after the effective date of such termination (the "Termination Date"); provided that such period shall be extended to the six-month anniversary of the date on which Optionee purchased any Shares pursuant to the Option after the Termination Date. The Repurchase Option shall be exercised by the Company by delivery to Optionee, within the period specified above, of a written notice specifying (a) the number of Shares to be purchased and (b) a day, which shall not be more than 30 days after the date such notice is delivered, on or before which Optionee shall surrender the certificate or certificates representing the Shares to be purchased pursuant to the Repurchase Option (duly endorsed in blank for Transfer) at the principal office of the Company in exchange for a check, payable to Optionee in the amount equal to check in the amount of the Repurchase Price, calculated as provided in this Section 10, for all Shares to be purchased. If Optionee fails to surrender the certificate or certificates evidencing the Shares on or before such date, from and after such date the Shares which the Company elected to repurchase shall be deemed to be no longer outstanding, and Optionee shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the Repurchase Price, without interest, upon surrender of the certificate or certificates therefor (with a stock assignment or stock assignments duly endorsed in blank for Transfer). The Repurchase Option provided for in this Section 10 shall terminate upon an Initial Public Offering. (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (cthe "Repurchase Price") At its option, the Company may elect for each Share to make payment for the Unvested Shares be purchased pursuant to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. be equal to (ei) The Repurchase Option shall terminate the Fair Market Value (as defined below), in accordance with the vesting schedule contained in Optionee's Option Agreement.Exhibit 10.20

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and death or Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's continuous status as a Service Provider an employee or consultant with the Company is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's officeoffices. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's officeoffices. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained provided in Optionee's Option AgreementSection 3.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety sixty (9060) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety sixty (9060) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in OptioneePurchaser's Option Agreement.

Repurchase Option. (a) If Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, death and Disability, the Company or the assignee of its rights hereunder (including any acquiring or successor entity in a Change in Control transaction) shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) 75 days after date of the such termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) 15 days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company or the assignee of its rights hereunder may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) 75 days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's ’s Option Agreement.

Repurchase Option. (ai) If In the event of the voluntary or involuntary termination of Purchaser's employment or consulting relationship with the Company for any reason (including death or disability), with or without cause, the Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of 60 days from such ----------------- date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the -------- ------- Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of the Shares from causing other capital stock of the Company to lose its status as "qualified small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended. (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a Service Provider check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is terminated indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase price in any reasonof the ways described above, including for cause, deaththe Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interest therein or related thereto, and Disability, 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. (iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. 1/8th of the Shares shall be released from the Repurchase Option on the date that is six months after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and option to purchase 1/48th of the total number of Shares shall be released from Purchaserthe Repurchase Option at the end of each month thereafter, or until all Shares are released from the Repurchase Option (provided in each case that Purchaser's personal representative, as employment or consulting relationship with the case may be, all of the Purchaser's Unvested Shares as of Company has not been terminated prior to the date of such termination at release). Fractional shares shall be rounded to the price paid by the Purchaser for such Shares (the "Repurchase Option")nearest whole share. (biv) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may beNotwithstanding Section 3(a)(iii), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate lapse in accordance with paragraph 6 of Purchaser's employment letter with the vesting schedule contained in Optionee's Option Agreement.Company dated December 9, 1997 (the "Employment Letter"). -----------------

Repurchase Option. (a) If Purchaser's status Continuous Status as a Service Provider an Employee or Consultant is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). Unvested Shares shall be released from the Repurchase Option at such time and to such extent as such shares would have vested under the Option Agreement had they not been purchased hereunder. (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the lower of (a) the price paid by the Purchaser for such Shares or (b) the Fair Market Value (as defined in the Plan) of the Shares on the date of repurchase (the "“Repurchase Option"”). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty ninety (3090) days from the mailing of such noticePurchaser’s termination date. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (ed) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in Optionee's ’s Option Agreement.

Repurchase Option. (a) If Purchaser's status Continuous Status as a Service Provider is terminated an Employee or Consultant terminates for any or no reason, including for cause, death, and Disabilityor disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser all of Purchaser's personal representative, as the case may be, all of the Purchaser's Shares which are Unvested Shares as of the date of such termination termination, at the price paid by the Purchaser for such Shares (the "Repurchase OptionREPURCHASE OPTION"). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally personally, by registered or certified mail, or by registered mailovernight courier, to Purchaser (or his Purchaser's transferee or legal representative, as the case may be) and to the Escrow Agent (as hereinafter defined), within ninety sixty (9060) days of the such termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty fifteen (3015) days from the mailing date of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price (the "REPURCHASE PRICE") therefor. (c) At its optionPayment of the Repurchase Price may be made, at the option of the Company, in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company or by any combination thereof. If the Company elects to pay the entire Repurchase Price by check, it may elect to make such payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating which states the name and address of the bank, the date of closing, and waiving waives the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety sixty (9060) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as Purchaser ceases to be a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company or its assignee shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, in one or more installments, all or any portion of the Purchaser's Unvested ’s Unreleased Shares as of the date of such termination on which Purchaser ceases to be a Service Provider at the purchase price paid by the Purchaser for such Shares in connection with the Stock Purchase Rights (the "“Repurchase Option"”), provided, that as of any date that the Company or its assignee elects to exercise its Repurchase Option, the Company and its assignee shall not exercise the Repurchase Option with respect to any Shares that, pursuant to the Offer Letter, could still become vested following such date. (b) Upon the occurrence of such termination, the The Company may exercise its Repurchase Option in one or more installments by delivering delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety fifteen (9015) days of months following the terminationdate on which Purchaser ceases to be a Service Provider, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Unreleased Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Unreleased Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Unreleased Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety fifteen (9015) days months following the terminationdate on which Purchaser ceases to be a Service Provider, the Repurchase Option shall terminate. (e) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Shares shall be released from the Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule set forth in Optionee's the Grant Notice (including following a termination of service to the extent provided in the Offer Letter) until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded to the nearest whole share. (f) Any Shares which from time to time have not yet been released from the Company’s Repurchase Option Agreementpursuant to Section 3(e) above shall be referred to herein as “Unreleased Shares.”

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated ’s employment terminates for any reason, including for cause, death, and Disabilityreason prior to such time as the Vesting Condition shall be satisfied with respect to all Shares (after taking into account any acceleration of the Vesting Condition with respect to such Shares), the Company shall shall, for a period of ninety (90) days following the earlier to occur of (i) the six-month anniversary of the date on which Purchaser’s employment terminates, or (ii) the consummation of a Change of Control (as defined in the Employment Agreement), have the right and option to purchase from Purchaser, Purchaser or Purchaser's ’s personal representative, as the case may be, any or all of Shares that have not satisfied the Purchaser's Unvested Shares Vesting Condition as of such applicable date at a per Share purchase price equal to the date of such termination at the original per Share purchase price paid by Purchaser (collectively, the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the The Company may exercise its the Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or Purchaser’s legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty sixty (3060) days from the mailing of such notice. The closing of any purchase pursuant to the Repurchase Option shall take place at the Company's ’s office. At the such closing, the holder of the certificates for the Unvested of Shares being transferred pursuant to the exercise of the Repurchase Option shall deliver the stock share certificate or certificates evidencing the Unvested such Shares, and the Company shall deliver the purchase price specified in Section 2(a) therefor. (c) At its option, the Company may elect to make payment for any Shares it acquires upon exercise of the Unvested Shares to Repurchase Option at a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated In the event of the voluntary or involuntary termination or cessation of employment of the Purchaser with the Company for any reasonreason whatsoever, with or without cause (including for cause, death, and Disabilitydeath or disability), the Company shall have the right and option to purchase from Purchasershall, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of upon the date of such termination at (the price paid by the Purchaser for such Shares "Termination Date"), have an irrevocable, exclusive option to repurchase (the "Repurchase Option") all or any portion of the Subject Shares (as defined below) held by the Purchaser as of the Termination Date at the lesser of (i) the original purchase price per Share specified in Section 1 hereof or (ii) the Fair Market Value of the Shares. The term "Fair Market Value" shall mean the price per share equal to the last sale price of the Company's Common Stock as reported on the Nasdaq National Market on the last business day preceding the date of repurchase. Initially, all of the Shares purchased by the Purchaser shall be subject to the Company's Repurchase Option as set forth above (such Shares, until released from the Repurchase Option, the "Subject Shares"). ; provided, however, the Company's Repurchase Option shall cease to exist from and after the date of a Change of Control (b) Upon as defined below), and the occurrence Subject Shares shall be released from the Company's Repurchase Option from and after the date of such terminationChange of Control. One-thirty-sixth (1/36) of the Subject Shares (i.e., 3,056 Shares) held by the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90any permitted transferee) days of the termination, a notice in writing indicating shall be released from the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty under this Section 3(a) on the first day of each of the thirty-six (3036) days from months following the mailing of Closing Date; provided in each such noticecase the Purchaser is still employed with the Company on such dates. The closing continuation of the Purchaser's employment with the Company is a material inducement to the Company in selling the Shares to the Purchaser and failure to provide services to the Company for any reason whatsoever shall take place at trigger the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price thereforRepurchase Option. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as Upon the occurrence of any of the following events (each a Service Provider is terminated for any reason, including for cause, death, and Disability"Triggering Event"), the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid Restricted Units held by the Purchaser for such Shares applicable Unitholder (the "Selling Unitholder") and his or her Permitted Transferees will be subject to repurchase, in each case by the Company, TCEP and the other Unitholders and their respective Permitted Transferees (the "Remaining Unitholders") pursuant to the terms and conditions set forth in this Section 3 (the "Repurchase Option")): (i) the termination of the Selling Unitholder's employment or consulting relationship with the Company LECG, as applicable, for any or no reason; (ii) the death or Permanent Disability of the Selling Unitholder; (iii) any purported sale or transfer of Restricted Units by the Selling Unitholder in violation of the Securityholders' Agreement; (iv) the filing of a petition, voluntary or involuntary, in any federal or state bankruptcy or insolvency proceeding relating to the Selling Unitholder, which petition or proceeding is not withdrawn or terminated within 60 days after the commencement thereof; or (v) the making of an assignment for the benefit of creditors by the Selling Unitholder; provided, however, that if the Selling Unitholder's employment or consulting relationship with the Company is terminated for Cause, the Investment Units shall also be subject to the Repurchase Option. Notwithstanding the foregoing, no Vested Units shall will be subject to the Repurchase Option following an initial public offering of the Company's equity securities under the Securities Act. (b) Upon The purchase price for each Unvested Unit will be the occurrence of Selling Unitholder's Original Cost for such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested SharesUnit, and the Company shall deliver purchase price for each Vested Unit will be the Fair Market Value for such Unit; provided, however, that if the Unitholder's employment or consulting relationship with the Company, as applicable, is terminated for Cause prior to the fourth anniversary of this Agreement, the purchase price thereforfor each Restricted Unit, whether or not vested, and each Investment Unit will be the Selling Unitholder's Original Cost for such Unit, except that the purchase price for each Class A Preferred Unit will be the Selling Unitholders' Original Cost, plus the Class A Unpaid Yield (as defined in the LLC Agreement) of such Unit. (c) At its optionUpon the occurrence of a Triggering Event, the Board shall deliver written notice thereof to TCEP and the Remaining Unitholders. The Company may elect to make payment purchase all or any portion of the Restricted Units and/or Investment Units, as applicable, by delivering written notice (the "Repurchase Notice") to the Selling Unitholder and his/her Permitted Transferees within 90 days after the Triggering Event. The Repurchase Notice will set forth the number of Unvested Units and Vested Units to be acquired from the Selling Unitholder, the aggregate consideration to be paid for such Units and the time and place for the Unvested Shares closing of the transaction. The number and class of Units to a bank selected be repurchased by the CompanyCompany shall first be satisfied to the extent possible from the Units held by the Selling Unitholder at the time of delivery of the Repurchase Notice. If the number and class of Units then held by the Selling Unitholder is less than the total number and class of Units the Company has elected to purchase, the Company shall purchase the remaining Units from the Selling Unitholder's Permitted Transferees (if any), pro rata according to the number and class of Units held by such Permitted Transferees at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole unit). The Company shall avail itself number of this option by a notice in writing Vested Units and Unvested Units to Purchaser stating be repurchased hereunder will be allocated among the name Selling Unitholder and address his/her Permitted Transferees pro rata according to the number and class of the bank, date of closing, and waiving the closing at the Company's officeUnits to be purchased from such Person. (d) If for any reason the Company does not elect to purchase all of the Units subject to repurchase pursuant to the Repurchase Option, TCEP and the Remaining Unitholders shall be entitled to exercise the Repurchase Option conferred above for the Units that the Company has not elected to purchase (the "Available Units"). As soon as practicable after the Company has determined that there will be Available Units, but in any event no later than 90 days after the date of the Triggering Event, the Company shall give written notice (the "Option Notice") to TCEP and the Remaining Unitholders setting forth the number of Available Units and the purchase price for the Available Units. TCEP and the Remaining Unitholders may elect to purchase up to their respective Pro Rata Share of the Available Units by giving notice to the requisite notice Company within ninety 60 days after the date of the Option Notice (90) days following "Unitholder Option Period"). If TCEP and the terminationRemaining Unitholders do not elect to purchase all of the Available Units during the Unitholder Option Period, the Company shall, within five days thereafter, give written notice of the total number of Available Units not purchased during the Unitholder Option Period to each Unitholder who elected to purchase during the Unitholder Option Period (the "Eligible Unitholders"). Such Eligible Unitholders shall have the right, but not the obligation, to purchase the remaining Available Units by delivering written notice to the Company within ten days after receipt of the Company's notice. If the number of remaining Available Units is not sufficient to satisfy the demand therefor from all the Eligible Unitholders, such remaining Available Units will be allocated to each Eligible Unitholders based on the ratio that the Available Units purchased by such Eligible Unitholder during the Unitholder Option Period bears to the aggregate number of Available Units purchased by all of the Eligible Unitholders during that period. As soon as practicable, but in any event within five days after the expiration of the 45-day period set forth above, the Company shall notify the Selling Unitholder and his/her transferees as to the number of Units being purchased from them by TCEP and/or the Remaining Unitholders (the "Supplemental Repurchase Option shall terminateNotice"). (e) The closing of the purchase of Restricted Units and/or Investment Units pursuant to the Repurchase Option shall terminate take place on the date designated by the Company in accordance with the vesting schedule Repurchase Notice or Supplemental Repurchase Notice, whichever is later; provided, however, that such 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. Each of the Company, TCEP and the Remaining Unitholders, as applicable, shall pay the aggregate purchase price for the Restricted Units and Investment Units each has elected to purchased in one lump sum by check or wire transfer or in five equal installments pursuant to Section 5(f) below; provided, however, that the Company will pay for the Units by first offsetting amounts outstanding under any bona fide debts owed by the Selling Unitholder. The purchasers will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signatures be guaranteed. (f) If payment for the Units being purchased pursuant to the Repurchase Option is to be made in installments, such payments shall be made as follows: one-fifth of the purchase price on the date of the closing and the remaining amount of the purchase price in four installments pursuant to the terms of a promissory note in the form of Annex E attached hereto. (g) Notwithstanding anything to the contrary contained in Optioneethis Agreement, all repurchases of Restricted Units and/or Investment Units by the Company shall be subject to applicable restrictions contained in the California Corporations Code or the Company's Option Agreementand each of its Subsidiaries' debt and equity financing agreements and applicable law. If any such restrictions prohibit the repurchase of Restricted Units and/or Investment Units 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.

Repurchase Option. (a) If Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor.. 16 (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, death and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status ’s “Continuous Service” (as a Service Provider defined in the Option Agreement) is terminated for any reason, including for cause, death, and or Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's ’s Option AgreementAgreement or upon a Change In Control.

Repurchase Option. (a) If Purchaser's status as a Service Provider employment or consulting relationship with the Company is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option").. ----------------- (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a1) If Purchaser's status as a Service Provider is terminated Upon termination of your employment with the Company or an Affiliate for any reason, including for cause, death, other than death or permanent and Disabilitytotal disability (with such permanent and total disability being certified by an independent medical advisor agreed to by the Company and such individual or such individual’s legal representative prior to the date of termination of employment with the Company), the Company shall have the right and option to purchase from Purchaser, you or Purchaser's personal representative, any holder of the Shares as the case may be, permitted under Section III(5) (a “Holder”) any or all of the Purchaser's Unvested Shares as of the date of such termination at the per Share purchase price paid by the Purchaser you for such Shares (the "“Repurchase Option"”). (b2) Upon the occurrence of such termination, the The Company may exercise its the Repurchase Option by delivering personally or by registered mail, to Purchaser (you or his transferee or legal representative, as the case may be), a Holder within ninety (90) days of the terminationdate of termination of your employment, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder Secretary of the certificates for the Unvested Shares being transferred Company or other escrow agent as provided in Section VI shall deliver the stock certificate or certificates evidencing the Unvested SharesShares to the Company, and the Company shall deliver the purchase price therefor. (c3) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser you or a Holder stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d4) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice to you or a Holder within ninety (90) days following the terminationdate of termination of your employment, the Repurchase Option shall terminate, and any restrictions on Shares remaining as of the date of the termination of your employment shall lapse immediately. (e5) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Shares shall be released from the Repurchase Option shall terminate in accordance with the vesting schedule contained set forth in Optionee's Option AgreementSection III(1).

Repurchase Option. (a) If the Purchaser's ’s status as a Service Provider is terminated for any reason, including for cause, death, death and Disability, then the Company or its assignee of rights hereunder shall have the right and option to purchase from the Purchaser or from the Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering (personally or by registered mail, ) to the Purchaser (or his the Purchaser’s transferee or legal representative, as the case may be), within ninety (90) 90 days of the termination, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) 30 days from the mailing of such notice. The closing shall take place at the Company's office’s principal executive office or such other place as the Company shall reasonably designate. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) 90 days following after the termination, then the Repurchase Option shall terminate. (ed) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's ’s Option Agreement.

Repurchase Option. In the event of the voluntary or involuntary termination or cessation of active employment or association of the Purchaser with the Company or any subsidiary in which the Company has a majority ownership interest (“Subsidiary”) for any reason whatsoever, with or without cause (including death or disability), the Company shall, upon the date of such termination, have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) all or any portions of the Shares held by the Purchaser which are subject to the Repurchase Option as of such date at the original purchase price per share specified in Section 1. If the Repurchase Option is exercised, the original purchase price will be paid to Purchaser in U.S. dollars and will not be adjusted for inflation, fluctuations in the exchange rates, etc. since Purchaser initially purchased the Shares. Termination of the Purchaser’s active employment with the Company or a Subsidiary shall not be deemed to have occurred during any period that the Purchaser is on a duly authorized leave of absence from the Company or a Subsidiary of less than twelve (12) months, or such longer period as the Committee of the Board of Directors administering the Plan approved in writing. If Purchaser does not return to work with the Company or a Subsidiary on or prior to the last day of an authorized leave of absence, Purchaser’s active employment with the Company or a Subsidiary shall be deemed to terminate on the last day of the authorized leave of absence and the Company’s Repurchase Option specified herein shall become exercisable on such date. For the purposes of this Agreement, an authorized leave of absence shall mean a leave of absence approved by an officer of the Company and by the Human Resources Department. Initially, all of the Shares purchased by the Purchaser shall be subject to the Company’s Repurchase Option as set forth above. The Shares held by the Purchaser shall be released from the Company’s Repurchase Option under this Section 3.1 as follows: (a) If 25% of the shares (i.e., XXX Shares) shall be released July 28, 2006 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date; and (b) 25% of the shares (i.e., XXX Shares) shall be released July 28, 2007 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date; and (c) 25% of the shares (i.e., XXX Shares) shall be released July 28, 2008 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date; and (d) The remaining 25% of the Shares (i.e., XXX Shares) shall be released July 28, 2009 provided that the Purchaser is still actively employed with the Company or a Subsidiary on such date. The continuation of the Purchaser's status as ’s active employment with the Company or a Service Provider Subsidiary is terminated a material inducement to the Company in selling the Shares to Purchaser and failure to provide services to the Company or a Subsidiary, for any reasonreason whatsoever shall trigger the Company’s Repurchase Option. Notwithstanding the foregoing, the lapse of the Repurchase Option will be delayed if Purchaser takes an authorized unpaid leave of absence (including a leave of absence for causemilitary, deatheducational, disability or personal purposes) of more than thirty (30) days or an authorized paid leave of absence of more than ninety (90) days. The lapse of the Repurchase Option will be delayed for the number of days that the authorized unpaid leave of absence or authorized paid leave of absence extends beyond the periods set forth above. The delay in the lapse of Repurchase Option shall commence on the thirty-first (31st) day of an authorized unpaid leave of absence of more than thirty (30) days or, in the case of an authorized paid leave of absence of more than ninety (90) days, on the ninety-first (91st) day of such leave and Disabilitythe delay shall terminate on the earlier of (1) the last business day preceding the date on which such individual’s leave of absence terminates or (2) a date twelve (12) months after the commencement of the leave of absence, unless the Compensation Committee of the Board of Directors extends such period. Lapse of the Repurchase Option will not be delayed in the event of a leave of absence if such delay is contrary to applicable local law. Vesting will not be suspended in the event of a leave of absence if such suspension is contrary to applicable local law. Sun policies on leave of absence may vary outside the US, in accordance with local law. Within sixty (60) days following the Purchaser’s termination, the Company shall have notify the right and option Purchaser as to whether it wishes to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all Shares pursuant to the exercise of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such termination, . If the Company may exercise its Repurchase Option by delivering personally or by registered mailelects to purchase said Shares hereunder, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth it shall set a date for the closing of the transaction at a place specified by the Company not later than thirty (30) days from the mailing date of such notice. The closing shall take place at the Company's office. At the such closing, the holder of the certificates Company shall tender payment for the Unvested Shares being transferred shall deliver and the stock certificate or certificates evidencing representing the Unvested Shares, Shares so purchased shall be canceled. The Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the Company shall deliver to transfer the purchase price therefor. (c) At its option, Shares as to which the Company may elect Repurchase Option has been exercised from the Purchaser to make payment for the Unvested Shares to a bank selected by the Company. Except as provided under Section 3.5, the Purchaser shall not transfer by sale, assignment, hypothecation, donation or otherwise any of the Shares or any interest therein prior to the release of such Shares from the Repurchase Option. The Purchaser further authorizes the Company shall avail itself to refuse or to cause its Transfer Agent to refuse to transfer or record any Shares to be transferred in violation of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. In the event of the voluntary or involuntary termination or cessation of employment or association of the Purchaser with the Company or any subsidiary in which the Company has a majority ownership interest for any reason whatsoever, with or without cause (including death or disability), the Company shall, upon the date of such termination, have an irrevocable, exclusive option to repurchase (the “Repurchase Option”) all or any portions of the Shares held by the Purchaser which are subject to the Repurchase Option as of such date at the original purchase price per share specified in Section1. Termination of the Purchaser’s employment with the Company shall not be deemed to have occurred during any period that the Purchaser is on a duly authorized leave of absence from the Company of less than twelve (12) months, or such longer period as the Committee of the Board of Directors administering the Plan approved in writing. If Purchaser does not return to work with the Company on or prior to the last day of an authorized leave of absence, Purchaser’s employment with the Company shall be deemed to terminate on the last day of the authorized leave of absence and the Company’s repurchase option specified herein shall become exercisable on such date. For the purposes of this Agreement, an authorized leave of absence shall mean a leave of absence approved by an officer of the Company and by the Human Resources Department. Initially, all of the Shares purchased by the Purchaser shall be subject to the Company’s Repurchase Option as set forth above. The Shares held by the Purchaser shall be released from the Company’s Repurchase Option under this Section 3.1 as follows: (a) If 50% of the shares (i.e., xx Shares) shall be released on xx and (b) The remaining 50% of the Shares (i.e., xx Shares) shall be released on provided in each such case the Purchaser is still employed with the Company on such dates. The continuation of the Purchaser's status as ’s employment with the Company is a Service Provider is terminated material inducement to the Company in selling the Shares to Purchaser and failure to provide services to the Company, for any reasonreason whatsoever shall trigger the Company’s Repurchase Option. Notwithstanding the foregoing, vesting of the Shares shall be suspended during any authorized unpaid leave of absence (including a leave of absence for causemilitary, deatheducational, disability or personal purposes) of more than thirty (30) days or an authorized paid leave of absence of more than ninety (90) days. The suspension of vesting shall commence on the thirty-first (31st) day of an authorized unpaid leave of absence of more than thirty (30) days or, in the case of an authorized paid leave of absence of more than ninety (90) days, on the ninety-first (91st) day of such leave and Disabilitysuspension of vesting shall terminate on the earlier of (1) the last business day preceding the date on which such individual’s leave of absence terminates or (2) a date twelve (12) months after the commencement of the leave of absence, unless the Compensation Committee of the Board of Directors extends such period. The release dates specified above shall be extended by a number of days equal to the number of days during which vesting was suspended. Within forty-five (45) days following the Purchaser’s termination, the Company shall have notify the right and option Purchaser as to whether it wishes to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all Shares pursuant to the exercise of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such termination, . If the Company may exercise its Repurchase Option by delivering personally or by registered mailelects to purchase said Shares hereunder, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth it shall set a date for the closing of the transaction at a place specified by the Company not later than thirty (30) days from the mailing date of such notice. The closing shall take place at the Company's office. At the such closing, the holder of the certificates Company shall tender payment for the Unvested Shares being transferred shall deliver and the stock certificate or certificates evidencing representing the Unvested Shares, Shares so purchased shall be cancelled. The Purchaser hereby authorizes and directs the Secretary or Transfer Agent of the Company shall deliver to transfer the purchase price therefor. (c) At its option, Shares as to which the Company may elect Repurchase Option has been exercised from the Purchaser to make payment for the Unvested Shares to a bank selected by the Company. Except as provided under Section 3.5, the Purchaser shall not transfer by sale, assignment, hypothecation, donation or otherwise any of the Shares or any interest therein prior to the release of such Shares from the Repurchase Option. The Purchaser further authorizes the Company shall avail itself to refuse or to cause its Transfer Agent to refuse to transfer or record any Shares to be transferred in violation of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If In the event that Purchaser's status Continuous Status as a Service Provider is terminated (as defined below) terminates for any or no reason, including for causeresignation, deathinvoluntary termination, and Disabilitydeath or Disability (as defined below) (collectively, a "Termination"), the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of upon the date of such termination at the price paid Termination (as reasonably fixed and determined by the Purchaser for such Shares Company) (the "Termination Date") have an irrevocable right (the "Repurchase Option") to repurchase all or a portion of the Unvested Shares (as defined in Section 4 below) at the Purchase Price per Unvested Share (subject to adjustment as set forth in Section 11 hereof) (the "Repurchase Price"). (b) Upon the occurrence of such termination, The Repurchase Option shall be exercisable by the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from following the Termination Date by delivering or mailing to Purchaser or Purchaser's executor (i) written notice in the manner provided for in Section 14 hereof, and (ii) a check and/or cancellation of the Note in the amount of the aggregate Repurchase Price. Upon delivery of such notice. The closing shall take place at notice and the Company's office. At payment of the closingaggregate Repurchase Price as described above, the holder Company shall become the legal and beneficial owner of the certificates for the Unvested Shares being transferred shall deliver the stock certificate repurchased and all rights and interests therein or certificates evidencing the Unvested Sharesrelating thereto, and the Company shall deliver have the purchase price thereforright to retain and transfer to its own name the number of Shares being repurchased by the Company. (c) At its option, Nothing in this Agreement shall affect in any manner whatsoever the Company may elect to make payment for the Unvested Shares to a bank selected by right or power of the Company. The Company shall avail itself of this option by , or a notice in writing to Purchaser stating the name and address parent or subsidiary of the bankCompany, date of closing, and waiving the closing at or their respective stockholders from removing or otherwise terminating Purchaser's service provider relationship with the Company's office. (d) If The Company may assign its rights and delegate its duties under this Agreement, including the Repurchase Option. Accordingly, whenever the Company does not elect shall have the right to repurchase Shares hereunder, the Company may designate and assign one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company's Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option under this Agreement.

Repurchase Option. (a) If In the event of Purchaser's status ’s Termination of Service (as a Service Provider is terminated defined in the Option Agreement) for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination Purchaser’s Termination of Service at the exercise price paid by the Purchaser for such Shares in connection with the exercise of the Option (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the The Company may exercise its Repurchase Option by delivering delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety (90) days of the terminationdate of Purchaser’s Termination of Service, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the terminationdate of Purchaser’s Termination of Service, the Repurchase Option shall terminate. (e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule set forth in Optionee's Exhibit A to the Option AgreementAgreement until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded down to the nearest whole share.

Repurchase Option. (a) If Purchaser's status as a Service Provider employment or consulting relationship with the Company is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice 86 in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status Continuous Status as a Service Provider is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase OptionREPURCHASE OPTION"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice 13 in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider employment or consulting relationship with the Company is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice 118 in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider employment or consulting relationship with the Company is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in Optionee's Option Agreement.

Repurchase Option. (ai) If In the event of the voluntary or involuntary termination of Purchaser's status as a Service Provider is terminated employment or consulting relationship with the Company for any reasonreason (including death or disability), including for with or without cause, deaththe Company shall upon the date of such termination (the "Termination Date") have an irrevocable, ---------------- exclusive option (the "Repurchase Option") for a period of 60 days from such ----------------- date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); provided, however, that the -------- ------- Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commision. Purchaser's Shares from causing other capital stock of the Company to not qualify as "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended. (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase 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 Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as transfer to its own name the case may be, all number of the Purchaser's Unvested Shares as of the date of such termination at the price paid being repurchased by the Purchaser for such Shares (the "Repurchase Option")Company, without further action by Purchaser. (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (eiii) The Repurchase Option shall terminate be in accordance effect with respect to 75% of the Shares and shall lapse as to 1/48 of such shares on the monthly anniversary of the Vesting Commencement Date (as set forth on the signature page of this Agreement), until all Shares are released from the Repurchase Option (provided in each case that Purchaser's employment or consulting relationship with the vesting schedule contained in Optionee's Option AgreementCompany has not been terminated prior to the date of any such release). The remaining 25% shall not be subject to the Repurchase Option. Fractional shares shall be rounded to the nearest whole share.

Repurchase Option. (a) If Purchaser's status as Purchaser ceases to be a Service Provider is terminated (as defined in the Plan) for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's ’s personal representative, as the case may be, all of the Purchaser's ’s Unvested Shares as of the date of such termination on which Purchaser ceases to be a Service Provider at the exercise price paid by the Purchaser for such Shares in connection with the exercise of the Option (the "“Repurchase Option"”). (b) Upon the occurrence of such termination, the The Company may exercise its Repurchase Option by delivering delivering, personally or by registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be), within ninety (90) days of the terminationdate on which Purchaser ceases to be a Service Provider, a notice in writing indicating the Company's ’s intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the terminationdate on which Purchaser ceases to be a Service Provider, the Repurchase Option shall terminate. (e) 100% of the Unvested Shares shall initially be subject to the Repurchase Option. The Unvested Shares shall be released from the Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule set forth in Optionee's Option Agreementthe Notice of Grant until all Shares are released from the Repurchase Option. Fractional Shares shall be rounded to the nearest whole share.

Repurchase Option. (a) If In the event Purchaser's status relationship with the Company (or a parent or subsidiary of the Company), whether as a Service Provider is terminated an employee, director or consultant, terminates for any reason (including death or disability), or for no reason, including for with or without cause, death, and Disability, then the Company shall have an irrevocable option (the right "Repurchase Option"), for a period of ninety (90) days after said termination, or such longer period as may be agreed to by the Company and option to purchase from the Purchaser, to repurchase from Purchaser or Purchaser's personal representative, as the case may be, all at the original price per share indicated above paid by Purchaser for such Stock ("Option Price"), up to but not exceeding the number of the Purchaser's Unvested Shares shares of Stock that have not vested as of the date of such termination at date in accordance with the price paid by the Purchaser for provisions of Section 2(b) and 2(c) below as of such Shares (the "Repurchase Option")termination date. (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser One hundred percent (or his transferee or legal representative, as the case may be), within ninety (90100%) days of the termination, a notice in writing indicating Stock shall initially be subject to the Company's intention to exercise Repurchase Option. Twenty seven thousand four hundred seventy three (27,473) shares of the Stock shall vest and be released from the Repurchase Option and setting forth on a date for closing not later than thirty (30) days monthly basis measured from December 1, 1998, until all the Stock is released from the mailing Repurchase Option (provided in each case that Purchaser's relationship as an employee director or consultant of the Company (or a parent or subsidiary of the Company) has not been terminated prior to the date of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price thereforrelease). (c) At its optionNotwithstanding the foregoing, in the Company may elect event that Purchaser's employment is terminated without Cause (as defined below) or if Purchaser resigns for Good Reason (as defined below) then fifty percent (50%) of Purchaser's shares still subject to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. vest immediately and be released from the Company's Repurchase Option. For purposes of this Section 2, "Cause" shall mean (eA) The Repurchase Option shall terminate criminal dishonesty, (B) deliberate and continual refusal to perform employment duties on substantially a full-time basis, (C) deliberate and continual refusal to act in accordance with any specific lawful and reasonable instructions of a majority of the vesting schedule contained Board of Directors of the Company, or (D) deliberate misconduct which could be materially damaging to the Company without reasonable good faith belief by Purchaser that such conduct was in Optioneethe best interests of the Company. Physical or mental disability shall not constitute "Cause." For purposes of this Section 2 "Good Reason" shall mean any of the following actions taken without Cause by the Company or a successor corporation or entity without your consent: (i) a material reduction in Purchaser's Option Agreement.duties or responsibilities as in effect immediately prior to a Change in Control; (ii) a reduction in Purchaser's base salary of greater than ten percent (10%); or (

Repurchase Option. (a) If In the event of any voluntary or involuntary termination of Purchaser's status as a Service Provider is terminated employment by or services to the Company for any reason, or no reason (including for cause, death, and Disabilitydeath or disability) before all of the Shares are released from the Company's repurchase option (the "Repurchase Option") (see Section 4), the Company shall have the right and option to purchase from Purchasershall, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option for a period of 90 days (or such longer period of time mutually agreed to by Purchaser and the Company) from such date to repurchase some or all of the Unreleased Shares (as defined in Section 4) at such time at the original purchase price paid by the Purchaser for such Shares per share (the "Repurchase OptionREPURCHASE PRICE"). (b) Upon the occurrence of such termination, Said option shall be exercised by the Company may exercise its Repurchase Option by delivering personally written notice as provided in Section 12(a) to the Purchaser or by registered mailthe Purchaser's executor and, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's officeoption, (i) by delivery to the Purchaser or the Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of as amount of the Purchaser's indebtedness to the Company in an amount equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase Price. At Upon delivery of such notice and the closingpayment of the purchase price by any method described above, the holder Company shall become the legal and beneficial owner of the certificates for the Unvested Shares being transferred shall deliver the stock certificate repurchased and all rights and interests therein or certificates evidencing the Unvested Sharesrelating thereto, and the Company shall deliver have the purchase price thereforfull right and authority to transfer on its books to its own name the number of Shares being repurchased by the Company. (c) At its option, Nothing in this Agreement shall affect in any manner whatsoever the Company may elect to make payment for the Unvested Shares to a bank selected by right or power of the Company. The Company shall avail itself of this option by , or a notice in writing to Purchaser stating the name and address parent or subsidiary of the bankCompany, date of closingto terminate Purchaser's employment or consulting relationship, and waiving the closing at the Company's officefor any reason, with or without cause. (d) If the The Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminatemay assign its rights under this Section 3. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (ai) If In the event of the voluntary or involuntary termination of Purchaser's status as a Service Provider is terminated employment or consulting relationship with the Company for any reasonreason (including death or disability), including for with or without cause, deaththe Company shall upon the date of such termination (the "TERMINATION DATE") have an irrevocable, exclusive option (the "REPURCHASE OPTION") for a period of 60 days from such date to repurchase all or any portion of the Shares held by Purchaser as of the Termination Date which have not yet been released from the Company's Repurchase Option at the original purchase price per Share specified in Section 1 (adjusted for any stock splits, stock dividends and the like); PROVIDED, HOWEVER, that the Repurchase Option shall continue for a period of up to one year from the Termination Date to the extent that the Company reasonably determines that such an extension of time is necessary to prevent the repurchase of Purchaser's Shares from causing other capital stock of the Company to not qualify as "small business stock" under Section 1202 of the Internal Revenue Code of 1986, as amended. (ii) The Repurchase Option shall be exercised by the Company by written notice to Purchaser or Purchaser's executor and, at the Company's option, (A) by delivery to Purchaser or Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being purchased, or (B) in the event Purchaser is indebted to the Company, by cancellation by the Company of an amount of such indebtedness equal to the purchase price for the Shares being repurchased, or (C) by a combination of (A) and (B) so that the combined payment and cancellation of indebtedness equals such purchase price. Upon delivery of such notice and payment of the purchase 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 Disability, 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. (iii) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. 1/12 of the Shares shall be released from the Repurchase Option on the date that is one (1) month after the Vesting Commencement Date (as set forth on the signature page of this Agreement), and option to purchase 1/12 of the total number of Shares shall be released from Purchaserthe Repurchase Option at the end of each month thereafter, or until all Shares are released from the Repurchase Option (provided in each case that Purchaser's personal representative, as employment or consulting relationship with the case may be, all of the Purchaser's Unvested Shares as of Company has not been terminated prior to the date of any such termination at release). Fractional shares shall be rounded to the price paid by the Purchaser for such Shares (the "Repurchase Option")nearest whole share. (biv) Upon Notwithstanding the occurrence above, in the event of Purchaser's death or disability at such time as more than fifty percent (50%) of the Shares remain subject to the Repurchase Option, all Shares in excess of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, fifty percent (50%) that remain subject to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminatebe deemed to be released from the Repurchase Option as of the time of such death or disability. (ev) The Notwithstanding the above, in the event Purchaser's employment or consulting relationship with the Company is involuntarily terminated without cause (excluding Purchaser's death or disability), fifty percent (50%) of the Shares held by Purchaser which are still subject to the Company's Repurchase Option as of the Termination Date shall terminate in accordance with be deemed to have been released from the vesting schedule contained in Optionee's Repurchase Option Agreementimmediately prior to the Termination Date.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and death or Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status Continuous Status as a Service Provider is terminated an Employee or Consultant terminates for any or no reason, including for cause, death, and Disabilityor disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser all of Purchaser's personal representative, as the case may be, all of the Purchaser's Shares which are Unvested Shares as of the date of such termination termination, at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally personally, by registered or certified mail, or by registered mailovernight courier, to Purchaser (or his Purchaser's transferee or legal representative, as the case may be) and to the Escrow Agent (as hereinafter defined), within ninety sixty (9060) days of the such termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty fifteen (3015) days from the mailing date of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price (the "Repurchase Price") therefor. (c) At its optionPayment of the Repurchase Price may be made, at the option of the Company, in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company or by any combination thereof. If the Company elects to pay the entire Repurchase Price by check, it may elect to make such payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating which states the name and address of the bank, the date of closing, and waiving waives the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety sixty (9060) days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disabilitydisability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) Upon the occurrence of such a termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) 90 days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) 30 days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) 90 days following the termination, the Repurchase Option shall terminate. (e) The Repurchase Option shall terminate in accordance with the vesting schedule contained Vesting Schedule in Optionee's Option Agreement.

Repurchase Option. (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option"). (b) . Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail, to Purchaser (or his transferee or legal representative, as the case may be), within ninety (90) days of the termination, a notice in writing indicating the Company's intention to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's office. At the closing, the holder of the certificates for the Unvested Shares being transferred shall deliver the stock certificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c) . At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company's office. (d) . If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the termination, the Repurchase Option shall terminate. (e) . The Repurchase Option shall terminate in accordance with the vesting schedule contained in Optionee's Option Agreement.

Repurchase Option. (a1) If Purchaser's status as a Service Provider Subject to Sections II (2) and III (1), if your employment is terminated for any reason, including for cause, death, and Disability, the Company shall have the right and option to purchase from Purchaser, you or Purchaser's personal representative, any holder of the Shares as the case may be, permitted under Section III (5) (a “Holder”) any or all of the Purchaser's Unvested Shares as of the date of such termination at the per Share purchase price paid by the Purchaser you for such Shares (the "“Repurchase Option"”). (b2) Upon If, during the occurrence Employment Period, your employment is terminated by the Company for Cause or by you without Good Reason, then any and all of the Shares which remain subject to the Repurchase Option pursuant to Section II (6) as of the Termination Date shall be forfeited and the Company shall purchase such termination, Shares from you or any Holder at the per Share purchase price paid by you for such Shares in accordance with the provisions set forth in Sections II (3) and (4). (3) The Company may exercise its the Repurchase Option by delivering deliver­ing personally or by registered regis­tered mail, to Purchaser (you or his transferee or legal representative, as the case may be), a Holder within ninety (90) days of the terminationdate of termination of your employment, a notice in writing indicating the Company's intention ’s inten­tion to exercise the Repurchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company's ’s office. At the closing, the holder Secretary of the certificates for the Unvested Shares being transferred Company or other escrow agent as provided in Section VI shall deliver to the Company the stock certificate cer­tificate or certificates evidencing the Unvested Shares, and the Company shall deliver the purchase price therefor. (c4) At its option, the Company may elect to make payment for the Unvested Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating you or a Holder stat­ing the name and address of the bank, date of closing, and waiving the closing at the Company's ’s office. (d5) If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice to you or a Holder within ninety (90) days following the terminationdate of termination of your employment, the Repurchase Option shall terminate, and any restrictions on Shares remaining as of the date of the termination of your employment shall lapse immediately. (e6) One hundred percent (100%) of the Shares shall initially be subject to the Repurchase Option. The Shares shall be released from the Repurchase Option shall terminate in accordance with the vesting schedule contained set forth in Optionee's Option AgreementSection III (1).