ITS
SUBSIDIARIES FROM THE DATE OF THIS AGREEMENT THROUGH AND INCLUDING SUCH DATE.
(D)
CARRIED SHARES THAT HAVE BECOME VESTED ("VESTED CARRIED SHARES") AND
THE CO-INVEST SHARES ARE COLLECTIVELY REFERRED TO HEREIN AS "VESTED SHARES."
ALL CARRIED SHARES THAT HAVE NOT VESTED ARE REFERRED TO HEREIN AS "UNVESTED
SHARES."
3.
REPURCHASE OPTION.
(A)
IN THE EVENT OF A SEPARATION, THE UNVESTED SHARES (WHETHER HELD BY
PURCHASER OR ONE OR MORE OF PURCHASER'S TRANSFEREES, OTHER THAN THE COMPANY AND
THE INVESTORS) WILL BE SUBJECT TO REPURCHASE, IN EACH CASE BY THE COMPANY AND
THE INVESTORS PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN THIS SECTION 3
(THE "REPURCHASE OPTION").
THE COMPANY MAY ASSIGN ITS REPURCHASE RIGHTS SET
FORTH IN THIS SECTION 3 TO ANY PERSON.
(B)
IN THE EVENT OF A SEPARATION, THE PURCHASE PRICE FOR EACH UNVESTED
SHARE WILL BE THE LESSER OF (A) PURCHASER'S ORIGINAL COST FOR SUCH SHARE AND
(B) THE FAIR MARKET VALUE OF SUCH SHARE AS OF THE DELIVERY DATE OF THE
REPURCHASE NOTICE OR SUPPLEMENTAL REPURCHASE NOTICE, AS THE CASE MAY BE, IN
EITHER CASE FIRST DELIVERED PURSUANT TO SECTION 3(C).
(C)
IN THE EVENT OF A SEPARATION, THE COMPANY (WITH THE APPROVAL OF THE
BOARD) MAY ELECT TO PURCHASE ALL OR ANY PORTION OF THE UNVESTED SHARES PURSUANT
TO THIS SECTION 3 BY DELIVERING WRITTEN NOTICE (THE "REPURCHASE NOTICE") TO THE
HOLDER OR HOLDERS OF SUCH SECURITIES WITHIN SIX MONTHS AND 10 DAYS AFTER THE
SEPARATION.
THE REPURCHASE NOTICE WILL SET FORTH THE NUMBER OF UNVESTED SHARES
TO BE ACQUIRED FROM EACH HOLDER, THE AGGREGATE CONSIDERATION TO BE PAID FOR SUCH
SHARES AND THE TIME AND PLACE FOR THE CLOSING OF THE TRANSACTION.
UNVESTED
SHARES TO BE REPURCHASED BY THE COMPANY SHALL FIRST BE SATISFIED TO THE EXTENT
POSSIBLE FROM THE UNVESTED SHARES HELD BY PURCHASER AT THE TIME OF DELIVERY OF
THE REPURCHASE NOTICE.
IF THE NUMBER OF UNVESTED SHARES TO BE REPURCHASED BY
THE COMPANY THEN HELD BY PURCHASER IS LESS THAN THE TOTAL NUMBER OF UNVESTED
SHARES THAT THE COMPANY HAS ELECTED TO PURCHASE, THE COMPANY SHALL PURCHASE THE
REMAINING UNVESTED SHARES ELECTED TO BE PURCHASED FROM THE OTHER HOLDER(S) OF
UNVESTED SHARES UNDER THIS AGREEMENT (I.E., PURCHASER'S PERMITTED TRANSFEREES),
PRO RATA ACCORDING TO THE NUMBER OF UNVESTED SHARES HELD BY SUCH OTHER
HOLDER(S) AT THE TIME OF DELIVERY OF SUCH REPURCHASE NOTICE (DETERMINED AS
NEARLY AS PRACTICABLE TO THE NEAREST SHARE).
4
(D)
IF FOR ANY REASON THE COMPANY DOES NOT ELECT TO PURCHASE ALL OF THE
UNVESTED SHARES PURSUANT TO THE REPURCHASE OPTION, THE INVESTORS SHALL BE
ENTITLED TO EXERCISE THE REPURCHASE OPTION FOR ALL OR ANY PORTION OF THE
UNVESTED SHARES THAT THE COMPANY HAS NOT ELECTED TO PURCHASE (THE "AVAILABLE
SECURITIES").
AS SOON AS PRACTICABLE AFTER THE COMPANY HAS DETERMINED THAT
THERE WILL BE AVAILABLE SECURITIES, BUT IN ANY EVENT WITHIN FIVE MONTHS AFTER
THE SEPARATION, THE COMPANY SHALL GIVE WRITTEN NOTICE (THE "OPTION NOTICE") TO
THE INVESTORS SETTING FORTH THE NUMBER OF AVAILABLE SECURITIES