Common use of Repurchase Procedures Clause in Contracts

Repurchase Procedures. Pursuant to the Repurchase Option, the Company may elect to exercise the right to purchase all or any portion of any vested Options held by such Participant or one or more transferees of such Participant and/or the shares of Award Stock issued to a Participant by delivering written notice or notices (each, a “Repurchase Notice”) to the holder or holders of the such vested Options or Award Stock at any time and from time to time prior to the expiration of the Repurchase Period; provided, that such period may be tolled in accordance with Section 2(f) below. Each Repurchase Notice will specifically identify the vested Options or shares of Award Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares and the time and place for the closing of the transaction (each, a “Repurchase Closing”). In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if any such vested Options or shares of Award Stock are held by transferees of such Participant, the Company shall purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to be purchased from such other holder(s) pro rata according to the number of vested Options and/or shares of Award Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such persons.

Repurchase Procedures. Pursuant Subject to the terms and conditions of this Paragraph 5 and the Company LLC Agreement, an option of the Company to repurchase Vested Class B Units (a “Repurchase Option”) may be exercised by delivery of written notice to Grantee. Promptly following such written notice, the Company shall repurchase from Grantee, and Grantee shall sell to the Company, those Vested Class B Units subject to the Repurchase Option, Option in exchange for the Company may elect to exercise the right to purchase all or any portion of any vested Options held by such Participant or one or more transferees fair market value of such Participant and/or Vested Class B Units as determined by the shares of Award Stock issued to a Participant by delivering written notice or notices Managing Member in good faith (each, a the “Repurchase NoticeFair Market Value”) to the holder or holders of the such vested Options or Award Stock at any time and from time to time prior to the expiration of the Repurchase Period); provided, that such period may if Grantee’s employment with the Employer Group is terminated by Grantee without Good Reason, by Grantee’s employer for Cause, or upon a Grantee Non-Renewal then, in each case, the consideration payable by the Company to Grantee pursuant to an exercise by the LLC of a Repurchase Option with respect to Vested Class B Units shall be tolled in accordance with Section 2(f) below. Each Repurchase Notice will specifically identify the vested Options or shares 50% of Award Stock to be acquired from such holder(s), the Fair Market Value. Grantee, by acceptance of the aggregate benefits of the provisions of this Paragraph 5, acknowledges and agrees that the consideration paid by the Company to Grantee may be paid for such vested Options and/or Shares by: (i) delivery of a cashier’s check or wire transfer of immediately available funds; (ii) issuance of an unsecured subordinated note, bearing interest (payable at maturity) at a simple rate per annum equal to the prime rate; (iii) from and the time and place for the closing after an IPO, issuance of common stock of the transaction IPO Entity (eachas such term is defined in the WME China LP Agreement); or (iv) by offsetting against any indebtedness or obligations for advanced or borrowed funds owed by Grantee to the Employer Group; provided, that if the Managing Member does not elect a “Repurchase Closing”method of payment, Grantee shall be paid in accordance with clause (i). In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock connection with any Repurchase Option, pursuant to, and subject to the terms and conditions of, this Paragraph 5, Grantee shall take or cause to be taken all actions requested by the Managing Member in order to expeditiously consummate such repurchase and any related transactions, including executing, acknowledging and delivering assignments, a general release of the Employer Group, its Affiliates and related persons (in form and substance satisfactory to the Company) and other documents and instruments as may be reasonably requested and otherwise cooperating with the Managing Member, and making customary representations and warranties, including as to due approval and ownership free and clear of any liens and transfer of the applicable Vested Class B Units. Notwithstanding anything in this Section 2(c)Agreement to the contrary, if any such vested Options or shares payment (including payment of Award Stock are held the obligations underlying the aforementioned promissory note) by transferees of such Participant, the Company shall purchase for any Vested Class B Units pursuant to an exercise of a Repurchase Option may be subject to certain conditions as determined by the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held Managing Member in its sole discretion, including compliance by such Participant and second purchase any remaining vested Options and/or shares elected to be purchased from such other holder(s) pro rata according to the number of vested Options and/or shares of Award Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such personsGrantee with certain restrictive covenants.

Repurchase Procedures. Pursuant to the Repurchase Option, the Company may elect to exercise the right to purchase all or any portion of any vested Options held by such Participant or one or more transferees of such Participant and/or the shares of Award Stock issued to a Participant by delivering written notice or notices (each, a “Repurchase Notice”) to the holder or holders of the such vested Options or Award Stock at any time and from time to time prior to the expiration of the Repurchase Period; provided, that such period may be tolled in accordance with Section 2(f) below. Each Repurchase Notice will specifically identify the vested Options or shares of Award Stock to be acquired from such holder(s), the Fair Market Valuerepurchase price of such shares, the aggregate consideration to be paid for such vested Options and/or Shares shares and the time and place for the closing of the transaction (each, a “Repurchase Closing”). In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if any such vested Options or shares of such Award Stock are held by transferees of such Participant, the Company shall purchase the vested Options and/or Shares shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to be purchased from such other holder(s) of Award Stock pro rata according to the number of vested Options and/or shares of Award Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such persons.

Repurchase Procedures. Pursuant to the Repurchase Option, the Company The Investors may each elect to exercise the right Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Investor), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of the Warrants and of each class of Executive Stock, the Company and the other Investors, within 60 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 60 days of the date any such Employee Stock is issued or (ii) if applicable, in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 60 days after the date the Company and the Investors become aware of any such participation). To the extent that any of the Investors purchase shares of Class L Common, Series 4, such Investors must also purchase a pro rata portion of the Warrants. Warrants may only be purchased pursuant to this paragraph and in connection with a purchase of Class L Common, Series 4. To the extent that any of the Investors do not elect to repurchase their full allotment of Executive Stock or Warrants, the other Investors shall be entitled to purchase all or any portion of the remaining Executive Stock and Warrants by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Investors or (ii) the expiration of the 60 day period during which the Investors were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any vested Options held portion of Executive Stock or of the Warrants is not being repurchased by such Participant or one or more transferees of such Participant and/or the shares of Award Investors, the Company may exercise the Repurchase Option for the remaining Executive Stock issued to a Participant and Warrants by delivering written notice or notices (eacha “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the such vested Options or Award applicable Executive Stock at any time and from time to time prior to Warrants within 10 business days of the expiration of the 10 business day period during which the Investors were entitled to deliver Supplemental Repurchase Period; provided, that such period may be tolled in accordance with Section 2(f) belowNotices. Each Repurchase Notice will specifically identify set forth the vested Options or number of Warrants and/or the number of shares of Award each class of Executive Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares holder’s Warrants and shares of each such class of Executive Stock and the time and place for the closing of the transaction (each, a “Repurchase Closing”)transaction. In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if If any such vested Options Warrants or shares of Award any class of Executive Stock are held by any transferees of such ParticipantExecutive, the Company shall Investors and the Company, as the case may be, will purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares class elected to be purchased from such other holder(s) of Executive Stock, pro rata according to the number of vested Options and/or shares of Award such class of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such persons).

Repurchase Procedures. Pursuant to After the Repurchase Optiontermination of Executive's --------------------- employment with Publishing or any of its Affiliates for any reason, the Company may elect to exercise the right to purchase all or any portion of any vested Options held by such Participant or one or more transferees of such Participant and/or Executive Stock (in the shares of Award Stock issued amounts and for the prices set forth in Sections 8(a)(i) and 8(a)(ii)) pursuant to a Participant the Repurchase Option by delivering written notice or notices (each, a “the "Repurchase Notice”") to the ----------------- holder or holders of the such vested Options or Award Executive Stock at any time and from time to time prior to the expiration end of the Repurchase Period; provided, that six-month period commencing on the date of such period may be tolled in accordance with Section 2(f) belowtermination of employment. Each The Repurchase Notice will specifically identify set forth the vested Options or number of shares of Award each class and type of Executive Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares shares of Executive Stock and the time and place for the closing of the transaction (each, a “Repurchase Closing”)transaction. In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if If any such vested Options or shares of Award Executive Stock are held by transferees of such ParticipantPermitted Transferees, the Company shall purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent shares each class and type of the vested Options and/or shares of such Award Executive Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to be purchased from such other holder(s) of Executive Stock pro rata according to the number of vested Options and/or shares of Award such class and type of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) ). The Company may elect to purchase all or any portion of the Unvested Shares without or before purchasing any Vested Shares. If both Unvested Shares and Vested Shares of any class are to be purchased by the Company and shares of Executive Stock are held by Permitted Transferees of Executive, the number of vested Options and/or shares Unvested Shares and Vested Shares of each such class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Executive Stock of each type and/or class to be purchased from such personsperson.

Repurchase Procedures. Pursuant to the Repurchase Option, the Company The Seller may elect to exercise the right Repurchase Option to purchase all or any portion of any vested Options held by such Participant or one or more transferees of such Participant and/or the shares of Award Stock issued to a Participant by delivering written notice (the “Initial Repurchase Notice”) to the holder or notices holders of the Warrants and of each class of Executive Stock and the Company, within 60 days after the occurrence of the Termination Date (eachprovided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 60 days of the date any such Employee Stock is issued or (ii) if applicable, in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 60 days after the date the Company and the Seller become aware of any such participation). To the extent that the Seller purchases shares of Class L Common, Series 4, the Seller must also purchase a pro rata portion of the Warrants. Warrants may only be purchased pursuant to this paragraph and in connection with a purchase of Class L Common, Series 4. To the extent that any portion of Executive Stock or of the Warrants is not being repurchased by the Seller, the Company may exercise the Repurchase Option for the remaining Executive Stock and Warrants by delivering written notice (a “Company Repurchase Notice” and together with the Initial Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the such vested Options or Award applicable Executive Stock at any time and from time to time prior to Warrants within 10 business days of the expiration of the 10 business day period during which the Seller was entitled to deliver the Initial Repurchase Period; provided, that such period may be tolled in accordance with Section 2(f) belowNotice. Each Repurchase Notice will specifically identify set forth the vested Options or number of Warrants and/or the number of shares of Award each class of Executive Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares holder’s Warrants and shares of each such class of Executive Stock and the time and place for the closing of the transaction (each, a “Repurchase Closing”)transaction. In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if If any such vested Options Warrants or shares of Award any class of Executive Stock are held by any transferees of such ParticipantExecutive, the Company shall Seller and the Company, as the case may be, will purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares class elected to be purchased from such other holder(s) of Executive Stock, pro rata according to the number of vested Options and/or shares of Award such class of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such persons).

Repurchase Procedures. Pursuant Subject to the Repurchase OptionSection 12(b), the Company each VEP Stockholder may elect to exercise the right Repurchase Option to purchase up to its pro rata share (determined based upon the number of shares of Common Stock then held by each such VEP Stockholder on an as converted basis) by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of the Option Shares, the Company and the other VEP Stockholders no later than 60 days after the later of (i) the Termination Date and (ii) the 181st day following the acquisition of the Option Shares subject to such repurchase. To the extent that any of the VEP Stockholders do not elect to repurchase their full allotment of Option Shares no later than the fifth business day following delivery of the first Initial Repurchase Notice delivered by any VEP Stockholder (and, immediately following the completion of such fifth business day, the Company will notify in writing each of the VEP Stockholders if any of the VEP Stockholders have not elected to purchase their full allotment of Option Shares), the other VEP Stockholders shall be entitled to purchase all or any portion of the remaining Option Shares by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the delivery of the first Initial Repurchase Notice delivered by any vested Options VEP Stockholder; provided that if in the aggregate such VEP Stockholders elect to purchase more than the remaining available Option Shares, such remaining available Option Shares purchased by each VEP Stockholder will be reduced on a pro rata basis based upon the number of shares of Common Stock then held by such Participant or one or more transferees each electing VEP Stockholder on an as converted basis. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of such Participant and/or the shares of Award Stock issued to a Participant Option Shares are not being repurchased by the VEP Stockholders, the Company may exercise the Repurchase Option for the remaining Option Shares by delivering written notice or notices (eacha “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the such vested Options or Award Stock at any time and from time to time prior to applicable Option Shares within 10 business days of the expiration of the latest period during which the VEP Stockholders were entitled to deliver Repurchase Period; provided, that such period may be tolled in accordance with Section 2(f) belowNotices. Each Repurchase Notice will specifically identify set forth the vested Options or shares number of Award Stock Option Shares to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Option Shares and the time and place for the closing of the transaction (each, a “Repurchase Closing”)transaction. In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if If any such vested Options or shares of Award Stock Option Shares are held by any transferees of such a Participant, the Company shall VEP Stockholders and the Company, as the case may be, will purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to be purchased from all such other holder(s) of Option Shares, pro rata according to the number of vested Options and/or shares of Award Stock Option Shares held by each such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) ). If Option Shares of different classes are to be purchased pursuant to the Repurchase Option and such Option Shares are held by any transferees of a Participant, the number of vested Options and/or shares of each class of Award Stock Option Shares to be purchased will be allocated among all such other holders holders, pro rata according to the total number of vested Options and/or shares of Award Stock Option Shares to be purchased from such personsPersons.

Repurchase Procedures. Pursuant After the termination of Executive's employment with ▇▇▇▇▇▇'▇ for any reason, subject to the Repurchase Optionrequired consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company may elect to exercise the right to purchase all or any portion of any vested Options held by such Participant or one or more transferees of such Participant and/or Repurchase Shares (in the shares of Award Stock issued amounts and for the prices set forth in Sections 9(a)(i), 9(a)(ii) and 9(a)(iii)) pursuant to a Participant the Repurchase Option by delivering a written notice or notices (each, a “the "Repurchase Notice”") to the Executive and/or any other holder or holders of Repurchase Shares and the such vested Options or Award Stock Investors at any time and from time to time prior to the expiration end of the Repurchase Period; provided, that four-month period commencing on the date of such period may be tolled in accordance with Section 2(f) belowtermination of employment. Each The Repurchase Notice will specifically identify shall set forth the vested Options or number of shares of Award Stock each class and type of such stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares shares of such stock and the time and place for the closing of the transaction (each, a “Repurchase Closing”)transaction. In the event that The number of shares to be repurchased by the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant shall first be satisfied to the terms of this Section 2(c), if any such vested Options or shares of Award Stock are extent possible from the Repurchase Shares held by transferees Executive at the time of such Participantdelivery of the Repurchase Notice. If the number of Repurchase Shares then held by Executive is less than the total number of Repurchase Shares the Company has elected to purchase, the Company shall purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to be purchased from such the other holder(s) of Repurchase Shares, pro rata according to the number of vested Options and/or shares of Award Stock Repurchase Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest share) and whole shares). The Company shall have the number right to purchase all or any portion of vested Options and/or the Unvested Repurchase Shares without or before purchasing any Vested Repurchase Shares. Any Unvested Repurchase Shares not repurchased pursuant to this Section 9 shall automatically vest upon the expiration of the time periods permitted for the repurchase of such shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such personsunder this Section 9.

Repurchase Procedures. Pursuant to the Repurchase Option, the Company The Sellers may each elect to exercise the right Repurchase Option to purchase up to their pro rata share (determined based upon the number of Common Shares held by such Seller), by delivering written notice (the “Initial Repurchase Notice”) to the holder or holders of the Warrants and of each class of Executive Stock, the Company and the other Sellers, within 60 days after the occurrence of the Termination Date (provided that such notice may be delivered (i) in the case of any Employee Stock issued after the Termination Date within 60 days of the date any such Employee Stock is issued or (ii) if applicable, in the case of Executive’s participation in any Competitive Activity during the Noncompete Period, within 60 days after the date the Company and the Sellers become aware of any such participation). To the extent that any of the Sellers purchase shares of Class L Common, Series 4, such Sellers must also purchase a pro rata portion of the Warrants. Warrants may only be purchased pursuant to this paragraph and in connection with a purchase of Class L Common, Series 4. To the extent that any of the Sellers do not elect to repurchase their full allotment of Executive Stock or Warrants, the other Sellers shall be entitled to purchase all or any portion of the remaining Executive Stock and Warrants by providing notice (the “Supplemental Repurchase Notice”) to each of the parties receiving the Initial Repurchase Notice within 10 business days following the earlier to occur of (i) receipt of Initial Repurchase Notices from all of the Sellers or (ii) the expiration of the 60 day period during which the Sellers were entitled to deliver Initial Repurchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any vested Options held portion of Executive Stock or of the Warrants is not being repurchased by such Participant or one or more transferees of such Participant and/or the shares of Award Sellers, the Company may exercise the Repurchase Option for the remaining Executive Stock issued to a Participant and Warrants by delivering written notice or notices (eacha “Company Repurchase Notice” and together with the Initial Repurchase Notice and Supplemental Repurchase Notice, a “Repurchase Notice”) to the holder or holders of the such vested Options or Award applicable Executive Stock at any time and from time to time prior to Warrants within 10 business days of the expiration of the 10 business day period during which the Sellers were entitled to deliver Supplemental Repurchase Period; provided, that such period may be tolled in accordance with Section 2(f) belowNotices. Each Repurchase Notice will specifically identify set forth the vested Options or number of Warrants and/or the number of shares of Award each class of Executive Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares holder’s Warrants and shares of each such class of Executive Stock and the time and place for the closing of the transaction (each, a “Repurchase Closing”)transaction. In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c), if If any such vested Options Warrants or shares of Award any class of Executive Stock are held by any transferees of such ParticipantExecutive, the Company shall Sellers and the Company, as the case may be, will purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares class elected to be purchased from such other holder(s) of Executive Stock, pro rata according to the number of vested Options and/or shares of Award such class of Executive Stock held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such persons).

Repurchase Procedures. Pursuant (a) To exercise the repurchase option set forth in Section 10 with respect to the Repurchase Optionany Pre-Offering Stockholder, the Company may elect shall deliver to exercise such Pre-Offering Stockholder (or in the right to purchase all or any portion case of any vested Options held by death such Participant or one or more transferees of such Participant and/or the shares of Award Stock issued to a Participant by delivering written notice or notices (eachPre-Offering Stockholder's legal representative), a “Repurchase Notice”) to the holder or holders of the such vested Options or Award Stock at any time and from during the Separation Period, a written notice (the "Repurchase Notice") stating that the Company shall exercise its repurchase option. The Repurchase Notice shall specify (i) the number of shares to be repurchased (the "Option Shares"), (ii) the Purchase Price at the time to time prior to the expiration of the Repurchase Period; providedNotice and (iii) a closing date for the repurchase (the "Closing Date"), that which shall not be later than 30 days after the date of the Repurchase Notice. (b) A closing with respect to the repurchase of any shares of Pre-Offering Stock shall take place at the Company's principal executive offices at 10:00 a.m. on the Closing Date. On the Closing Date, the Pre-Offering Stockholder (or in the case of death such period may be tolled Pre-Offering Stockholder's legal representative) shall sell, and the Company shall purchase, the Option Shares in accordance with Section 2(f) below. Each Repurchase Notice will specifically identify the vested Options or shares of Award Stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares and the time and place for the closing of the transaction (each, a “Repurchase Closing”). In the event that the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant to the terms of this Section 2(c)Agreement. At the closing, if the Pre-Offering Stockholder (or in the case of death such Pre-Offering Stockholder's legal representative) shall deliver to the Company certificates representing the Option Shares duly endorsed in blank or with blank stock powers sufficient to permit transfer attached. All of the Option Shares shall be conveyed to the Company free and clear of all security interests, liens, claims, pledges and encumbrances of any kind, and the Pre-Offering Stockholder shall provide to the Company a written certificate to that effect, which certificate shall be in such vested Options or shares of Award Stock are held by transferees of such Participant, form as the Company shall purchase reasonably request. (c) Except as otherwise provided in this Agreement, the vested Options and/or Option Shares elected and all voting rights, rights to be purchased first from such Participant receive cash dividends, including without limitation cash liquidating dividends, and other rights incident to the extent ownership of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to Option Shares shall be purchased from such other holder(s) pro rata according deemed transferred to the number of vested Options and/or shares of Award Stock held by such other holder(s) at Company on the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share) and the number of vested Options and/or shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such personsClosing Date.

Repurchase Procedures. Pursuant After the termination of Executive's employment with ▇▇▇▇▇▇'▇ for any reason, subject to the Repurchase Optionrequired consent by Executive under Section 9(a)(i)(x) of this Agreement, the Company may elect to exercise the right to purchase all or any portion of any vested Options held by such Participant or one or more transferees of such Participant and/or Repurchase Shares (in the shares of Award Stock issued amounts and for the prices set forth in Sections 9(a)(i), 9(a)(ii) and 9(a)(iii)) pursuant to a Participant the Repurchase Option by delivering a written notice or notices (each, a “the "Repurchase Notice”") to the Executive and/or any other holder or holders of Repurchase Shares and the such vested Options or Award Stock Investors at any time and from time to time prior to the expiration end of the Repurchase Period; provided, that four-month period commencing on the date of such period may be tolled in accordance with Section 2(f) belowtermination of employment. Each The Repurchase Notice will specifically identify shall set forth the vested Options or number of shares of Award Stock each class and type of such stock to be acquired from such holder(s), the Fair Market Value, the aggregate consideration to be paid for such vested Options and/or Shares shares of such stock and the time and place for the closing of the transaction (each, a “Repurchase Closing”)transaction. In the event that The number of shares to be repurchased by the Company elects to purchase a portion of such vested Options and/or Award Stock pursuant shall first be satisfied to the terms of this Section 2(c), if any such vested Options or shares of Award Stock are extent possible from the Repurchase Shares held by transferees Executive at the time of such Participantdelivery of the Repurchase Notice. EXECUTION COPY If the number of Repurchase Shares then held by Executive is less than the total number of Repurchase Shares the Company has elected to purchase, the Company shall purchase the vested Options and/or Shares elected to be purchased first from such Participant to the extent of the vested Options and/or shares of such Award Stock then held by such Participant and second purchase any remaining vested Options and/or shares elected to be purchased from such the other holder(s) of Repurchase Shares, pro rata according to the number of vested Options and/or shares of Award Stock Repurchase Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly close as practicable to the nearest share) and whole shares). The Company shall have the number right to purchase all or any portion of vested Options and/or the Unvested Repurchase Shares without or before purchasing any Vested Repurchase Shares. Any Unvested Repurchase Shares not repurchased pursuant to this Section 9 shall automatically vest upon the expiration of the time periods permitted for the repurchase of such shares of each class of Award Stock to be purchased will be allocated among such other holders pro rata according to the total number of vested Options and/or shares of Award Stock to be purchased from such personsunder this Section 9.