Common use of Class C Units Clause in Contracts

Class C Units. From and after the expiration of the Lock-Up Period until the Expiration Date (as set forth in the FTAC Warrant Agreement), each Member holding Class C Units shall have the right, upon delivery of a Class C Exchange Notice, to cause the Company to redeem all or a portion of its Class C Units (but for the avoidance of doubt, no fraction of a Class C Unit) in exchange for, at the option of the Managing Member, the Class C Cash Amount or the Class C Exchanged Shares (such holder, the “Class C Exchanging Member”, and such right to such exchange, the “Class C Exchange Right”) in accordance with the same exchange procedures set forth in Section 8.04(b)(i) through Section 8.04(b)(v) with respect to the Class A Exchange Right mutatis mutandis. Other than as set forth in this Section 7.01(e), all of the existing rights and obligations set forth in the FTAC Warrant Agreement, including those set forth in Section 6 thereof, shall apply to the Company, the Managing Member, and each holder of Class C Units mutatis mutandis, including with respect to the redemption rights (which shall apply to the Class C Units mutatis mutandis); provided, that in no event shall the Company or the Managing Member be entitled to redeem the Class C Units under Section 6.2 of the FTAC Warrant Agreement at a time when the holders of Class C Units are not entitled to exercise their Class C Exchange Right hereunder.

Class C Units. From and after the expiration of the Lock-Up Period (as defined in the Sponsor Agreement) until the Expiration Date (as set forth in the FTAC Warrant Agreement), each Member holding Class C Units shall have the right, upon delivery of a Class C Exchange Notice, to cause the Company to redeem all or a portion of its Class C Units (but for the avoidance of doubt, no fraction of a Class C Unit) in exchange for, at the option of the Managing Member, the Class C Cash Amount or the Class C Exchanged Shares (such holder, the “Class C Exchanging Member”, and such right to such exchange, the “Class C Exchange Right”) in accordance with the same exchange procedures set forth in Section 8.04(b)(i) through Section 8.04(b)(v) with respect to the Class A Exchange Right mutatis mutandis. Other than as set forth in this Section 7.01(e), all All of the existing rights and obligations set forth in the FTAC Warrant Agreement, including those set forth in Section 6 thereof, shall apply to the Company, the Managing Member, and each holder of Class C Units mutatis mutandis, including with respect to the redemption rights (which shall apply to the Class C Units mutatis mutandis); provided, that other than as set forth in no event this Section 7.01(e), including the following: (i) The second sentence of Section 6.3 shall the Company or the Managing Member be entitled not apply to redeem a redemption of the Class C Units under pursuant to Section 6.1 or Section 6.2 of the FTAC Warrant Agreement; (ii) Notice of redemption shall be sent or caused to be sent, by electronic delivery or by first class mail, postage prepaid, by the Company not less than fifteen (15) trading days prior to the Redemption Date (the “Redemption Period”) to the holders of the Class C Units to be redeemed at their last addresses as they shall appear on the registration books, and any notice sent in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder of Class C Units received such notice; (iii) References to “30-day Redemption Period” in Section 6 shall instead refer to “Redemption Period”; and (iv) For purposes of calculating the “Redemption Fair Market Value” pursuant to Section 6.2 of the FTAC Warrant Agreement, the Company may elect to calculate the volume weighted average price of the shares of Class A common stock by reference to a ten (10) trading day period that is not the ten (10) trading days immediately following the date on which notice of redemption pursuant to Section 6.2 of the FTAC Warrant Agreement at a time when is sent to the holders of Class C Units are not entitled to exercise their (the “Alternative 10-Day Period”) if (x) the Company includes an Alternative 10-Day Period in such notice and (y) if each holder of Class C Exchange Right hereunderUnits electing a “cashless” exchange acknowledges and agrees to complete such calculation by reference to such Alternative 10-Day Period in a fully and properly completed election to purchase in the form attached to such notice and timely delivered to the Warrant Agent.