Common use of Adjustment Clause in Contracts

Adjustment. On the date hereof, the Exchange Rate shall be 1. The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate shall be adjusted accordingly if there is: (ia) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case LLC Units that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (iib) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockLLC Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder exchanging LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder exchanging LLC Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the LLC Units held by the LLC Unitholders and their Permitted Transferees as of the date hereof, as well as any LLC Units hereafter acquired by an LLC Unitholder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “LLC Units” shall be deemed to include, any security, securities or other property of HDD which may be issued in respect of, in exchange for or in substitution of LLC Units by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.

Adjustment. On the date hereof, the Exchange Rate shall be 1 for 1. The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) common units or Corporation Class B Common Stock Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Corporation Class A Common StockShares; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting B common units and Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder Class B Member shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder Class B Member would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock Shares are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate with respect to the Class C Paired Interests and/or the components of a Class C Paired Interest shall be adjusted accordingly if there is: (i) any subdivision (by any stock or unit or stock split, stock or unit dividend or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting shares of Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B C Common Stock or any similar event, in each case Common Units that is not accompanied by an a substantively identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distributiondividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an a substantively identical subdivision or combination of the HMH B.V. Non-Voting shares of Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option C Common Stock and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockUnits. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Class C Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class C Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. (b) The Exchange Rate with respect to the Class D Paired Interests and/or the components of a Class D Paired Interest shall be adjusted accordingly if there is: (i) any subdivision (by any stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class D Common Stock or Common Units that is not accompanied by a substantively identical subdivision or combination of the Class B Common Stock; or (ii) any subdivision (by any stock split, stock dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class B Common Stock that is not accompanied by a substantively identical subdivision or combination of the shares of Class D Common Stock and Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class B Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class B Common Stock are converted or changed into another security, securities or other property, this Section 2.03(b) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Class D Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class D Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. (c) This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate with respect to the Class C Paired Interests and/or the components of a Class C Paired Interest shall be adjusted accordingly if there is: (i) any subdivision (by any stock or unit or stock split, stock or unit dividend or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting shares of Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B C Common Stock or any similar event, in each case Common Units that is not accompanied by an a substantively identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distributiondividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an a substantively identical subdivision or combination of the HMH B.V. Non-Voting shares of Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option C Common Stock and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockUnits. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Class C Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class C Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. (b) The Exchange Rate with respect to the Class D Paired Interests and/or the components of a Class D Paired Interest shall be adjusted accordingly if there is: (i) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the shares of Class D Common Stock or Common Units that is not accompanied by a substantively identical subdivision or combination of the Class B Common Stock; or (ii) any subdivision (by any stock split, stock dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class B Common Stock that is not accompanied by a substantively identical subdivision or combination of the shares of Class D Common Stock and Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class B Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Class B Common Stock are converted or changed into another security, securities or other property, this Section 2.03(b) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Class D Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class D Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. (c) This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate and/or the components of a Paired Interest shall be adjusted accordingly if there is: (i) any subdivision (by any stock or unit or stock split, stock or unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case New TMM Units that is not accompanied by an identical a substantially equivalent subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical a substantially equivalent subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockStock and New TMM Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal exchanging Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of the Corporation or New TMM which may be issued in respect of, in exchange for or in substitution of shares of Class B Common Stock or New TMM Units, as applicable, by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) applicable Units or Corporation Class B Common Stock or any similar event, in each case that is not accompanied by an a substantively identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an a substantively identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockStock or the applicable Units, in each case, to the extent necessary to maintain the economic equivalency in the value surrendered for exchange and the value received, as determined by PubCo in its sole discretion; provided, however, that no adjustment to the Exchange Rate will be made solely as a result of a stock dividend by PubCo that is effected in order to maintain the relationship between the shares of Class A Common Stock and Class A Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For Except as may be required in the avoidance immediately preceding sentence, no adjustments in respect of doubtdistributions shall be made upon the Exchange of any Paired Interest or Exchanged Class P Unit, if there is as applicable. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” and “Exchanged Class P Units” shall be deemed to include, any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other propertyproperty of PubCo or the Company which may be issued in respect of, this Section 2.02 shall continue to be in exchange for or in substitution of shares of Class B Common Stock, Class A Common Units or Class P Units, as applicable, mutatis mutandisby reason of stock or unit split, with respect to such security reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other propertytransaction. (b) This Agreement shall apply to the Paired Interests or Class P Units held by the Members and their Permitted Transferees as of the date hereof, as well as any Paired Interests or Class P Units hereafter acquired by a Member and his or her or its Permitted Transferees.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Units that is not accompanied by an a substantively identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an a substantively identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockStock or the Class A Common Units, in each case, to the extent necessary to maintain the economic equivalency in the value surrendered for exchange and the value received, as determined by PubCo in its sole discretion; provided, however, that no adjustment to the Exchange Rate will be made solely as a result of a stock dividend by PubCo that is effected in order to maintain the relationship between the shares of Class A Common Stock and Class A Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For Except as may be required in the avoidance immediately preceding sentence, no adjustments in respect of doubtdistributions shall be made upon the Exchange of any Paired Interest. This Agreement shall apply to, if there is mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other propertyproperty of PubCo or the Company which may be issued in respect of, this Section 2.02 shall continue to be in exchange for or in substitution of shares of Class B Common Stock or Class A Common Units, as applicable, mutatis mutandisby reason of stock or unit split, with respect to such security reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other propertytransaction. (b) This Agreement shall apply to the Paired Interests held by the Members and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Member and his or her or its Permitted Transferees.

Adjustment. On the date hereof, the Exchange Rate shall be 1. The Exchange Rate shall be adjusted accordingly if there is: (ia) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Units that is not accompanied by an identical subdivision or combination of the Corporation shares of Class A Common Stock; Stock and the Class C Common Stock or (iib) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation shares of Class A Common Stock or any similar event, in each case and Class C Common Stock that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class A SharesUnits, HMH B.V. Non-Voting Class B Sharesin each case, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described except in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common Stockconnection with any such action pursuant to Section 11.02(b)(iv). If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation shares Class A Common Stock or the Class C Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal exchanging Holder would have received if such Exchange had occurred immediately prior to the effective date time of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For Except as may be required in the avoidance immediately preceding sentence, no adjustments in respect of doubt, if there is distributions shall be made upon the exchange of any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be applicable, mutatis mutandis, with respect to such security or other propertyB Unit.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any forward unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case LLC Units that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any forward stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock; or (ii) any subdivision (by any forward stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision (by any forward unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination of the HMH B.V. Non-Voting Class A Shares(by reverse unit split, HMH B.V. Non-Voting Class B Sharesreclassification, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the reorganization, recapitalization described in clause (iior otherwise) of the definition of “Hybrid Exchange Conditions”) LLC Units, in each case, to the extent necessary to maintain the economic equivalency in the value surrendered for exchange and the value received, as determined by the Corporation Class B Common Stockin its sole discretion. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder exchanging LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder exchanging LLC Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transactiontransaction with respect to the Class A Common Stock, taking into account any adjustment as a result of any subdivision (by any forward split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For Except as may be required in the avoidance immediately preceding sentence, no adjustments in respect of doubt, if there is any reclassification, reorganization, recapitalization dividends or other similar transaction in which distributions on the LLC Units or shares of Corporation Class A Common Stock are converted or changed into another securityStock, securities or other property, this Section 2.02 shall continue to be as applicable, mutatis mutandis, with respect subject to such security or other propertyExchange shall be made upon the Exchange of any LLC Unit.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate with respect to Paired Interests shall be adjusted accordingly if there is: (i) any subdivision (by any stock or unit or stock split, stock or unit dividend or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Nonvoting Common Units that is not accompanied by an a substantively identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distributiondividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an a substantively identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockStock and Nonvoting Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder or such other Person(s) shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder or such other Person(s) would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are is converted or changed into another security, securities or other property, this Section 2.02 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class B Common Stock or Nonvoting Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. (b) This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate shall be adjusted accordingly if there is: (ia) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case LLC Units that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (iib) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockLLC Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder exchanging LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder exchanging LLC Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the LLC Units held by the LLC Unitholders as of the date hereof, as well as any LLC Units hereafter acquired by a LLC Unitholder. This Agreement shall apply to, mutatis mutandis, and all references to “LLC Units” shall be deemed to include, any security, securities or other property of Norcraft LLC which may be issued in respect of, in exchange for or in substitution of LLC Units by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.

Adjustment. On the date hereof, the Exchange Rate shall be 1. The Exchange Rate and/or the components of a Paired Interest shall be adjusted accordingly if there is: (i) any subdivision (by any unit stock or stock partnership interest split, unit stock or stock partnership interest distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Partnership Interests that is not accompanied by an identical a substantially equivalent subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical a substantially equivalent subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockStock and Partnership Interests. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal exchanging Holder would have received (including as a result of any election by such Holder, if afforded to all holders of Class A Common Stock) if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another or 1. This Agreement shall apply to, and all references to “Paired Interests” shall be deemed to include, any security, securities or other propertyproperty of IPOco or Holdings which may be issued in respect of, this Section 2.02 shall continue to be in exchange for or in substitution of shares of Class B Common Stock or Partnership Interests, as applicable, mutatis mutandisby reason of any distribution or dividend, with respect to such security split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other propertytransaction.

Adjustment. On the date hereof, the Exchange Rate shall be 1. Except as set forth in Section 3.05: (a) The Exchange Redemption Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Units that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock and Class B Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case Class B Common Stock that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option Common Units and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common Stock and Class A Common Stock. , respectively. (b) If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then then, upon any subsequent ExchangeRedemption, an Exchanging Principal Holder a Redeeming Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder Redeeming Unitholder would have received if such Exchange Redemption had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. . (c) For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are is converted or changed into another security, securities or other property, this Section 2.02 Agreement shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Common Units held by the Unitholders as of the date hereof, as well as any Common Units hereafter acquired by a Unitholder. This Agreement shall apply to, mutatis mutandis, and all references to “Common Units” shall be deemed to include, any security, securities or other property of the Company which may be issued in respect of, in Redemption for or in substitution of Common Units by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, redemption (other than a Redemption) or other transaction.

Adjustment. On the date hereof, the Exchange Rate shall be 1. The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B BPG Subsidiary Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Corporation Class A Parent Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Parent Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise BPG Subsidiary Common Stock. Any adjustment to the Exchange Rate shall become effective immediately after the effective date of the Hybrid event retroactive to the record date, if any, for the event giving rise thereto, it being intended that (i) adjustments to the Exchange Option Rate are to be made to avoid unintended dilution or anti-dilution as a result of transactions in which shares of Parent Common Stock are issued, redeemed or exchanged without a corresponding issuance, redemption or exchange of shares of BPG Subsidiary Common Stock, and the completion of the recapitalization described in clause (ii) if an Exchange Date shall fall between the record date and the effective date of any event of the definition of “Hybrid type described above, that the Exchange Conditions”) and Corporation Class B Common StockRate applicable to such Exchange shall be adjusted to take into account such event. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Parent Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal each Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For purposes of the foregoing, if the transaction causes Parent Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the amount and kind of security, securities or other property into which the shares of BPG Subsidiary Common Stock will be exchangeable will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Parent Common Stock that affirmatively make such an election. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A outstanding Parent Common Stock are is converted or changed into another security, securities or other property, this Section 2.02 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the shares of BPG Subsidiary Common Stock held by the Holders as of the date hereof, as well as any shares of BPG Subsidiary Common Stock hereafter acquired by any Holder. This Agreement shall apply to, mutatis mutandis, and all references to “BPG Subsidiary Common Stock” shall be deemed to include, any security, securities or other property of BPG Subsidiary which may be issued in respect of, in exchange for, or in substitution of shares of BPG Subsidiary Common Stock by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. In the event that adjustments are made to the Adjustment Factor (as defined in the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP (the “OP LPA”) pursuant to the OP LPA, BPG Subsidiary, in its sole discretion, and without duplication of any adjustments described above, may make similar adjustments to the Exchange Rate.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate shall be adjusted accordingly if there is: (ia) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case LP Units that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (iib) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting LP Units; provided, however, no adjustment to the Exchange Rate will be made solely as a result of a stock dividend by the Corporation that is effected in order to maintain the relationship between the shares of Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option Common Stock and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockLP Units . If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder exchanging LP Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder exchanging LP Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For Except as may be required in the avoidance immediately preceding sentence, no adjustments in respect of doubt, if there is distributions shall be made upon the exchange of any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be applicable, mutatis mutandis, with respect to such security or other propertyLP Unit.

Adjustment. On the date hereof, the Exchange Rate shall be 1. The Exchange Rate shall be adjusted accordingly if there is: (ia) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class Series A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) Units or Corporation Class B Common Stock or any similar event, in each case Series C Units that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (iib) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class Series A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockUnits or Series C Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder exchanging PBF LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder exchanging PBF LLC Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are is converted or changed into another security, securities or other property, this Section 2.02 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Series A Units and Series C Units (including the PBF LLC Units) held by the PBF LLC Unitholders and their Permitted Transferees as of the date hereof, as well as any Series A Units and Series C Units (including PBF LLC Units) hereafter acquired by a PBF LLC Unitholder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “PBF LLC Units” shall be deemed to include, any security, securities or other property of PBF LLC which may be issued in respect of, in exchange for or in substitution of Series A Units or Series C Units by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate and/or the components of a Paired Interest shall be adjusted accordingly if there is: (i) any subdivision (by any stock or unit or stock split, stock or unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Units that is not accompanied by an identical a substantially equivalent subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical a substantially equivalent subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockStock and Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal exchanging Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or 1. This Agreement shall apply to, and all references to “Paired Interests” shall be deemed to include, any security, securities or other propertyproperty of IPOco or US LBM LLC which may be issued in respect of, this Section 2.02 shall continue to be in exchange for or in substitution of shares of Class B Common Stock or Units, as applicable, mutatis mutandisby reason of any distribution or dividend, with respect to such security split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other propertytransaction.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate and/or the components of a Paired Interest shall be adjusted accordingly if there is: (i) any subdivision (by any stock or unit or stock split, stock or unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Holdings Units that is not accompanied by an identical a substantially equivalent subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical a substantially equivalent subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockStock and Holdings Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal exchanging Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal exchanging Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of the Corporation or Pla-Fit LLC which may be issued in respect of, in exchange for or in substitution of shares of Class B Common Stock or Holdings Units, as applicable, by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate with respect to Paired Interests shall be adjusted accordingly if there is: (i) any subdivision (by any stock or unit or stock split, stock or unit dividend or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Common Units that is not accompanied by an a substantively identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distributiondividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an a substantively identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockStock and Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal the Holder or such other Person(s) shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder or such other Person(s) would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are is converted or changed into another security, securities or other property, this Section 2.02 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class B Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. (b) This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his, her or its Permitted Transferees.

Adjustment. On the date hereof, the Exchange Rate shall be 1. The Exchange Rate shall be adjusted accordingly if there is: (ia) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class Series A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) Units or Corporation Class B Common Stock or any similar event, in each case Series C Units that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (iib) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class Series A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockUnits or Series C Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder exchanging PBF LLC Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder exchanging PBF LLC Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are is converted or changed into another security, securities or other property, this Section 2.02 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Series A Units and Series C Units (including the PBF LLC Units) held by the PBF LLC Unitholders and their Permitted Transferees as of the date hereof, as well as any Series A Units and Series C Units (including PBF LLC Units) hereafter acquired by a PBF LLC Unitholder and his or her or its Permitted Transferees. This Agreement shall apply to, mutatis mutandis, and all references to “PBF LLC Units” shall be deemed to include, any security, securities or other property of PBF LLC which may be issued in respect of, in exchange for or in substitution of Series A Units or Series C Units by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. Consistent with the intent of the parties as otherwise reflected in this Section 2.2, the Corporation shall, and shall cause PBF LLC to, take all actions necessary so that, at all times for as long as this Agreement is in effect the number of Series C Units outstanding equals the number of shares of Class A Common Stock outstanding.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate shall be adjusted accordingly if there is: (ia) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Company Units that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (iib) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Company Units. For example, if there is a 2 for 1 stock split of Class A SharesCommon Stock and no corresponding split with respect to the Company Units, HMH B.V. Non-Voting Class B Sharesthe Exchange Rate would be adjusted to be 2. To the extent not reflected in an adjustment to the Exchange Rate, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common Stock. If if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder exchanging Company Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder exchanging Company Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. (b) Each time that the Corporation (i) purchases Company Units other than in connection with a corresponding issuance by the Corporation of the same number of shares of Class A Common Stock (whether as a result of an Exchange or otherwise) or a concurrent recapitalization of the Company that causes the number of Company Units held by the Corporation to equal the number of shares of Class A Common Stock outstanding immediately following such purchase of Company Units, or (ii) repurchases shares of Class A Common Stock without a corresponding redemption by the Company of Class A Units held by the Corporation pursuant to Section 4.4 of the LLC Agreement, then the Exchange Rate shall be adjusted immediately following such transaction, without any further action by the Corporation or any Company Unitholder, as follows: the Exchange Rate shall first be set at a ratio, the numerator of which shall be the number of shares of Class A Common Stock of the Corporation then-outstanding and the denominator of which shall be the number of Company Units then-owned by the Corporation, in each case after giving effect to the transaction that gave rise to such Exchange Rate adjustment and prior to giving effect to any event that has occurred which would give rise to an adjustment to the Exchange Rate pursuant to Section 2.2(a), and then that ratio shall be adjusted as set forth in Section 2.2(a) for each event (if any) giving rise to such Section 2.2(a) adjustment assuming that such event had occurred after the transaction that gave rise to the Exchange Ratio adjustment being made hereby. (c) If the Corporation pays a dividend or otherwise makes a distribution in respect of shares of Class A Common Stock, in each case of property other than cash and such property was not distributed to the Corporation from the Company, then, upon any Exchange that occurs subsequent to such dividend or distribution of property, the Corporation shall distribute to the Company Unitholder exercising such Exchange the property that such Company Unitholder would have received in such prior dividend or distribution in respect of the shares of Class A Common Stock received by such Company Unitholder in such Exchange if such Exchange had occurred immediately prior to the record date for such prior dividend or distribution. (d) Upon any Exchange that occurs when an Excess Distributed Cash Amount exists, the Corporation shall pay to the Company Unitholder exercising such Exchange, with respect to each share of Class A Common Stock received in such Exchange, the sum of all Per-Share Amounts previously paid by the Corporation that resulted in such Excess Distributed Cash Amount. For the purposes of this Section 2.2(d), “Excess Distributed Cash Amount” shall mean, with respect to any Exchange, the amount, if any, by which (i) the cumulative amount of all cash dividends paid, and other cash distributions made, by the Corporation in respect of shares of Class A Common Stock, exceeds (ii) an amount equal to the excess, if any, of (A) the cumulative amount of all cash distributed to the Corporation by the Company, over (B) the cumulative amount of payments made by the Corporation for any purpose other than (I) the payment by the Corporation of such cash dividends or distributions and (II) the repayment of the principal amount of debt, if any, incurred by the Corporation, in each case as measured at the time of such Exchange. “Per-Share Amount” shall mean, with respect to any prior dividend or distribution that created (or increased) an Excess Distributed Cash Amount, (x) the amount of (or increase in) such Excess Distributed Cash Amount divided by (y) the number of shares of Class A Common Stock outstanding at the time of such dividend or distribution. If the Excess Distributed Cash Amount, as of the time of any determination, is less than it would have been immediately following the prior dividends or distributions that created (or increased) it, then the Per Share Amount with respect to the most recent such prior dividends or distributions shall be reduced to reflect the reduction in the Excess Distributed Cash Amount that exists as of such time of determination, with such Excess Distributed Cash Amount being matched against the most recent such dividend or distribution up to the entire amount of such dividend or distribution and any remaining amount of such Excess Distributed Cash Amount being matched against the most recent of each of the remaining prior dividends or distributions up to the entire amount of each such dividend or distribution until the entire amount of such Excess Distributed Cash Amount has been matched against prior dividends and distributions.

Adjustment. On the date hereof, the Exchange Rate shall be 1. The Exchange Rate shall be adjusted accordingly if there is: (ia) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Units that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (iib) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option Common Units and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common Stock; (c) any repurchase by GreenSky of Class A Common Stock using cash on the balance sheet of GreenSky, which cash was not received pursuant to a redemption by the Company of an equivalent number of Common Units; or (d) any purchase by GreenSky of Common Units, which purchase was funded by cash on the balance sheet of GreenSky, which cash was not received by GreenSky in a public offering of an equivalent number of shares of Class A Common Stock nor in a redemption by the Company of Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder exchanging Member shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder exchanging Member would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Exchange Rate shall be adjusted accordingly if there is: (ia) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Company Units that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (iib) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Company Units. For example, if there is a 2 for 1 stock split of Class A SharesCommon Stock and no corresponding split with respect to the Company Units, HMH B.V. Non-Voting Class B Sharesthe Exchange Rate would be adjusted to be 2. To the extent not reflected in an adjustment to the Exchange Rate, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common Stock. If if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder exchanging Company Unitholder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder exchanging Company Unitholder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security or other property. (b) Each time that the Corporation (i) purchases Company Units other than in connection with a corresponding issuance by the Corporation of the same number of shares of Class A Common Stock (whether as a result of an Exchange or otherwise) or a concurrent recapitalization of the Company that causes the number of Company Units held by the Corporation to equal the number of shares of Class A Common Stock outstanding immediately following such purchase of Company Units, or (ii) repurchases shares of Class A Common Stock without a corresponding redemption by the Company of Class A Units held by the Corporation pursuant to Section 4.4 of the LLC Agreement, then the Exchange Rate shall be adjusted immediately following such transaction, without any further action by the Corporation or any Company Unitholder, as follows: the Exchange Rate shall first be set at a ratio, the numerator of which shall be the number of shares of Class A Common Stock of the Corporation then-outstanding and the denominator of which shall be the number of Company Units then-owned by the Corporation, in each case after giving effect to the transaction that gave rise to such Exchange Rate adjustment and prior to giving effect to any event that has occurred which would give rise to an adjustment to the Exchange Rate pursuant to Section 2.2(a), and then that ratio shall be adjusted as set forth in Section 2.2(a) for each event (if any) giving rise to such Section 2.2(a) adjustment assuming that such event had occurred after the transaction that gave rise to the Exchange Ratio adjustment being made hereby. (c) If the Corporation pays a dividend or otherwise makes a distribution in respect of shares of Class A Common Stock, in each case of property other than cash and such property was not distributed to the Corporation from the Company, then, upon any Exchange that occurs subsequent to such dividend or distribution of property, the Corporation shall distribute to the Company Unitholder conducting such Exchange the property that such Company Unitholder would have received in such prior dividend or distribution in respect of the shares of Class A Common Stock received by such Company Unitholder in such Exchange if such Exchange had occurred immediately prior to the record date for such prior dividend or distribution. (d) Upon any Exchange that occurs when an Excess Distributed Cash Amount exists, the Corporation shall pay to the Company Unitholder conducting such Exchange, with respect to each share of Class A Common Stock received in such Exchange, the sum of all Per-Share Amounts previously paid by the Corporation that resulted in such Excess Distributed Cash Amount. For the purposes of this Section 2.2(d), “Excess Distributed Cash Amount” shall mean, with respect to any Exchange, the amount, if any, by which (i) the cumulative amount of all cash dividends paid, and other cash distributions made, by the Corporation in respect of shares of Class A Common Stock, exceeds (ii) an amount equal to the excess, if any, of (A) the cumulative amount of all cash distributed to the Corporation by the Company, over (B) the cumulative amount of payments made by the Corporation for any purpose other than (I) the payment by the Corporation of such cash dividends or distributions and (II) the repayment of the principal amount of debt, if any, incurred by the Corporation, in each case as measured at the time of such Exchange. “Per-Share Amount” shall mean, with respect to any prior dividend or distribution that created (or increased) an Excess Distributed Cash Amount, (x) the amount of (or increase in) such Excess Distributed Cash Amount divided by (y) the number of shares of Class A Common Stock outstanding at the time of such dividend or distribution. If the Excess Distributed Cash Amount, as of the time of any determination, is less than it would have been immediately following the prior dividends or distributions that created (or increased) it, then the Per Share Amount with respect to the most recent such prior dividends or distributions shall be reduced to reflect the reduction in the Excess Distributed Cash Amount that exists as of such time of determination, with such Excess Distributed Cash Amount being matched against the most recent such dividend or distribution up to the entire amount of such dividend or distribution and any remaining amount of such Excess Distributed Cash Amount being matched against the most recent of each of the remaining prior dividends or distributions up to the entire amount of each such dividend or distribution until the entire amount of such Excess Distributed Cash Amount has been matched against prior dividends and distributions.

Adjustment. On the date hereof, the Exchange Rate shall be 1. The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (iia) any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the Corporation shares of Class A B Common Stock or any similar event, in each case Class B Units that is not accompanied by an a substantively identical subdivision or combination of the HMH B.V. Non-Voting Class A SharesCommon Stock; or (b) any subdivision (by any stock or unit split, HMH B.V. Non-Voting Class B Sharesstock or unit dividend or distribution, Mercury US Shares reclassification, reorganization, recapitalization or otherwise) or combination (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the by reverse stock or unit split, reclassification, reorganization, recapitalization described in clause (iior otherwise) of the definition shares of “Hybrid Exchange Conditions”) and Corporation Class A Common Stock that is not accompanied by a substantively identical subdivision or combination of the shares of Class B Common StockStock or Class B Units. If To the extent not reflected in an adjustment to the Exchange Rate, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed or exchanged into or for another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal each Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal the Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are is converted or changed or exchanged into or for another security, securities or other property, this Section 2.02 2.2 shall continue to be applicable, mutatis mutandis, with respect to such security security, securities or other property.

Adjustment. On the date hereof, the Exchange Rate shall be 1 for 1. The Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Common Units or Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Corporation Class A Common StockShares; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock Shares or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Common Units and Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common Stock. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock Shares are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder Member shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder Member would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock Shares are converted or changed into another security, securities or other property, this Section 2.02 shall continue to be applicable, mutatis mutandis, with respect to such security or other property.

Adjustment. On the date hereof, the Exchange Rate shall be 1. (a) The Common Exchange Rate shall be adjusted accordingly if there is: (i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A shares of (i) Common Stock or any similar event, in each case that is not accompanied by an a substantively identical subdivision or combination of the HMH B.V. shares of Non-Voting Class A Shares, HMH B.V. Common Stock; or (ii) Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise Common Stock that is not accompanied by a substantively identical subdivision or combination of the Hybrid Exchange Option and shares of Common Stock or approved by the completion holders of at least a majority of the recapitalization described in clause (ii) outstanding shares of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Non-Voting Common Stock. If . (b) The Preferred Exchange Rate shall be adjusted accordingly if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any stock split, distribution stock dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of such security, securities the shares of (i) Common Stock that is not accompanied by a substantively identical subdivision or other property combination of the Non-Voting Series B-1 Preferred Stock or change to the conversion rate set forth therein; or (ii) Non-Voting Series B-1 Preferred Stock that occurs after is not accompanied by a substantively identical subdivision or combination of the effective time shares of such reclassification, reorganization, recapitalization Common Stock or other similar transaction. For approved by the avoidance holders of doubtat least a majority of the outstanding shares of the Non-Voting Series B-1 Preferred Stock. (c) To the extent not reflected in an adjustment to the Common Exchange Rate or the Preferred Exchange Rate, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are is converted or changed or exchanged into or for another security, securities or other property, then the Parties will negotiate in good faith to amend the terms of this Section 2.02 shall continue Agreement to be applicablepreserve the rights of SMBC hereunder, mutatis mutandis, unless the Company Stock Beneficially Owned by SMBC and its Affiliates is converted into a right to receive cash on a pari passu basis with respect other shares of Company Stock (treating such shares of Non-Voting Common Stock and Non-Voting Series B-1 Preferred Stock identically to such security or other propertyshares of Common Stock).

Adjustment. On the date hereof, the Exchange Rate shall be 1. i. The Exchange Rate with respect to Paired Interests shall be adjusted accordingly if there is: (i) any subdivision (by any stock or unit or stock split, stock or unit dividend or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit or stock split, reclassification, reorganization, recapitalization or otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case Common Units that is not accompanied by an a substantively identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distributiondividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an a substantively identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise shares of the Hybrid Exchange Option and the completion of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common StockStock and Common Units. If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Corporation Class A Common Stock are is converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal the Holder or such other Person(s) shall be entitled to receive the amount of such security, securities or other property that such Exchanging Principal Holder or such other Person(s) would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution dividend or dividenddistribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are is converted or changed into another security, securities or other property, this Section 2.02 2.03(a) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Paired Interests” shall be deemed to include, any security, securities or other property of Pubco or the Company which may be issued in respect of, in exchange for or in substitution of shares of Class B Common Stock or Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction. ii. This Agreement shall apply to the Paired Interests held by the Holders and their Permitted Transferees as of the date hereof, as well as any Paired Interests hereafter acquired by a Holder and his, her or its Permitted Transferees.