Common use of Crystallization Clause in Contracts

Crystallization. (a) All Class A Units and Class B Units in New HoldCo will be reclassified prior to the closing of the IPO in a series of steps referred to as the “Crystallization.” The Crystallization involves first determining the value of each Holdings Member’s Units in New HoldCo on a class-by-class basis (as if 100% vested) based on the amount that would be distributed, hypothetically, immediately before the closing of the IPO in respect of all such Units if an amount equal to the pre-money equity value of New HoldCo (based on the Price to Public of LOS Inc. in the IPO) were distributed under Section 6.1 of the New HoldCo LLC Agreement. For this purpose, Section 6.1 of the New HoldCo LLC Agreement is deemed to be identical to Section 6.1 of the Holdings LLC Agreement; each Unit in New HoldCo will be deemed to have been issued by New HoldCo on the same date the corresponding Unit in Holdings was issued by Holdings (and thus the Class A-1 Preferred Return Amount and the Class A-2 Preferred Return Amount (each as defined in the Holdings LLC Agreement) that accrues in respect of each Class A-1 Unit and Class A-2 Unit in New HoldCo will be deemed to be the same amount that accrues in respect of the corresponding Unit in Holdings); the Benchmark Amount (as defined in the Holdings LLC Agreement) applicable to each series of Class B Units in Holdings will also be the Benchmark Amount that applies to each series of Class B Units in New HoldCo; and the pre-money equity value of New HoldCo is deemed to be $ (which is $ less the $ required to repay the promissory notes under Section 2.17(c)). The hypothetical amount that would be distributed to each Holdings Member in respect of each class or series of Units in New HoldCo held thereby for such member is listed on Schedule 2.6(a) in each column labeled “Initial Allocated Value” (the “Initial Allocated Value”). Each Holdings Member’s Initial Allocated Value will then be adjusted by increasing each Series 2 Member’s Initial Allocated Value (on a class-by-class basis) by 7% and by reducing each other Holdings Member’s Initial Allocated Value (on a class-by-class basis) by such member’s proportionate share (based on the relative Initial Allocated Values of such other Holdings Members) of the aggregate 7% premium allocated to the Series 2 Members. Each Class B Holder agrees that such 7% premium has been negotiated and agreed to by the Majority Class B Holders pursuant to the Class B Holder Consent. Each Holdings Member’s Initial Allocated Value, as adjusted on a class-by-class basis in the preceding manner, for such member is listed on Schedule 2.6(a) in each column labeled “Final Allocated Value” (the “Final Allocated Value”). The Final Allocated Value allocated to any Class B Holder in respect of any series of Class B Units that is not fully vested is broken down on Schedule 2.6(a) among such member’s vested Class B Units of such series and such member’s unvested Class B Units of such series. Once the Final Allocated Values are determined, the remaining Crystallization steps, i.e., those by which each Holdings Member’s Class A Units and Class B Units of New HoldCo are reclassified into Series 1 Units or Series 2 Units, will take place in accordance with Section 2.6(c). (b) New HoldCo hereby confirms that the following classes of units have been, or hereby are, created: a class of units designated as “Series 1 Units” (“Series 1 Units”) and a class of units designated as “Series 2 Units” (“Series 2 Units”). New HoldCo is authorized to issue up to Series 1 Units and up to Series 2 Units. (c) All of the Class A Units and Class B Units (vested and unvested) of New HoldCo held by each Holdings Member hereby are reclassified into the number of Series 1 Units (in the case of each Series 1 Member) or Series 2 Units (in the case of each Series 2 Member) listed for such member on Schedule 2.6(a). The number of Series 1 Units or Series 2 Units listed for such member on Schedule 2.6(a) equals the quotient obtained by dividing the Final Allocated Values of all Class A Units and Class B Units held by such member by the Price to Public. (d) Schedule 2.6(d) specifies the Series 1 Units or Series 2 Units that are issued in the Crystallization in respect of the Final Allocated Value attributable to any unvested Class B Units (“Unvested Units”) and the carryforward vesting terms thereof. As a condition to receiving any Unvested Units, each Holdings Member entitled to receive Unvested Units will, at the request of New HoldCo, execute a restricted unit agreement substantially in the form attached hereto as Exhibit 2.6(d) with respect to each series of Unvested Units; provided that, because the Unvested Units that are Series 2 Units (“Unvested Series 2 Units”) will be cancelled shortly after the Crystallization pursuant to the OpCo Merger, as described in Section 2.12, each Holdings RUA to which any Class B Holder and Holdings are parties that applies to any series of unvested Series B Units that, pursuant to the Crystallization, has resulted in the issuance of such Unvested Series 2 Units is deemed to be an agreement between such Class B Holder and New HoldCo covering the number of Unvested Series 2 Units that have a value equal to the Final Allocated Value of such series of Unvested Units. Each Holdings Member, Holdings and New HoldCo agree to treat New HoldCo as a continuation of Holdings for U.S. federal income tax purposes. New HoldCo and each Class B Holder agree to treat all prior elections authorized by Section 83(b) of the Internal Revenue Code in respect of the grants of Class B Units in Holdings as also applying to the Series 2 Units in New HoldCo. Promptly following the closing of the IPO, and in any case within 30 days thereof, each recipient of any such Unvested Series 2 Units will make, by filing with the Internal Revenue Service a form substantially similar to that attached as Exhibit A to such Holdings RUA, an election authorized by Section 83(b) of the Internal Revenue Code with respect to such Series 2 Units received. If requested by New HoldCo, each Class B Holder will execute and deliver one or more new restricted unit agreements to further evidence the foregoing terms, and the Secretary of New HoldCo is authorized to deliver any such agreement on behalf of any such Class B Holder pursuant to the authority granted in Section 8.3 of the Holdings LLC Agreement.

Crystallization. (a) All Class A Units and Class B Units in New HoldCo will be are hereby reclassified prior to the closing of the IPO in a series of steps referred to as the “Crystallization.” The Crystallization involves first determining the value of each Holdings Member’s Units in New HoldCo on a class-by-class basis (as if 100% vested) based on the amount that would be distributed, hypothetically, immediately before the closing of the IPO in respect of all such Units if an amount equal to the pre-money equity value of New HoldCo (based on the Price to Public of LOS Inc. in the IPOVWAP Price) were distributed under Section 6.1 of the New HoldCo LLC Agreement. For this purpose, Section 6.1 of the New HoldCo LLC Agreement is deemed to be identical to Section 6.1 of the Holdings LLC Agreement; each Unit in New HoldCo will be deemed to have been issued by New HoldCo on the same date the corresponding Unit in Holdings was issued by Holdings (and thus the Class A-1 Preferred Return Amount and the Class A-2 Preferred Return Amount (each as defined in the Holdings LLC Agreement) that accrues in respect of each Class A-1 Unit and Class A-2 Unit in New HoldCo will be deemed to be the same amount that accrues in respect of the corresponding Unit in Holdings); the Benchmark Amount (as defined in the Holdings LLC Agreement) applicable to each series of Class B Units in Holdings will also be the Benchmark Amount that applies to each series of Class B Units in New HoldCo; and the pre-money equity value of New HoldCo (based on an assumed VWAP Price equal to the Price to Public) is deemed to be $ (which is $ less the $ required to repay the promissory notes under Section 2.17(c)). The As an example, a range of hypothetical amount amounts that would may be distributed to each Holdings Member in respect of each class or series of Units in New HoldCo held thereby for such member is listed on Schedule 2.6(a) in each column the three columns labeled “Initial Hypothetical Allocated ValueValue - Low,” “Hypothetical Allocated Value - Mid” and “Hypothetical Allocated Value - High” (the each such amount being a “Initial Hypothetical Allocated Value”). Each Holdings Member’s Initial Allocated Value will then be adjusted by increasing each Series 2 Member’s Initial Allocated Value (on a class) with such amounts calculated using the pre-by-class basis) by 7% and by reducing each other Holdings Member’s Initial Allocated Value (on a class-by-class basis) by such member’s proportionate share (money value of LOS Inc. based on the relative Initial upper and lower bounds in the definition of VWAP Price and the Price to Public, as follows: • the “Hypothetical Allocated Values of such other Holdings Members) Value - High” being determined by the upper bound of the aggregate 7% premium allocated VWAP Price; • the “Hypothetical Allocated Value - Low” being determined by the lower bound of the VWAP Price; and • the “Hypothetical Allocated Value - Mid” being determined by an assumed VWAP Price equal to the Series 2 Members. Each Class B Holder agrees that such 7% premium has been negotiated and agreed Price to by the Majority Class B Holders pursuant to the Class B Holder Consent. Each Holdings Member’s Initial Allocated Value, as adjusted on a class-by-class basis in the preceding manner, for such member is listed on Schedule 2.6(a) in each column labeled “Final Allocated Value” (the “Final Allocated Value”)Public. The Final Hypothetical Allocated Value allocated to any Class B Holder in respect of any series of Class B Units that is not fully vested is broken down on Schedule 2.6(a) among such member’s vested Class B Units of such series and such member’s unvested Class B Units of such series. Once the Final Allocated Values are determined, the remaining Crystallization steps, i.e., those by which each Holdings Member’s Class A Units and Class B Units of New HoldCo are reclassified into Series 1 Units or Series 2 Units, will take place in accordance with Section 2.6(c). (b) New HoldCo hereby confirms that the following classes of units have been, or hereby are, created: a class of units designated as “Series 1 Units” (“Series 1 Units”) and a class of units designated as “Series 2 Units” (“Series 2 Units”). New HoldCo is authorized to issue up to Series 1 Units and up to Series 2 Units. (c) All of the Class A Units and Class B Units (vested and unvested) of New HoldCo held by each Holdings Member hereby are reclassified into the number of Series 1 Units (in the case of each Series 1 Member) or Series 2 Units (in the case of each Series 2 Member) listed for such member on in the amounts as provided in this Section 2.6. Schedule 2.6(a). The ) sets forth the minimum, midpoint and maximum number of Series 1 Units or Series 2 Units listed Units, as applicable, for such member on Schedule 2.6(a) each Holdings Member, which equals the quotient obtained by dividing the Final Hypothetical Allocated Values of all Class A Units and Class B Units held by such member Holdings Member by the applicable hypothetical VWAP Price. The record books of New HoldCo on the closing date of the IPO shall reflect the minimum number of Series 1 Units or Series 2 Units, as applicable, then issued for each member based on the applicable hypothetical VWAP Price, which then shall be updated following the determination of the actual VWAP Price to Publicreflect the additional number of Series 1 Units or Series 2 Units, as applicable, to which each Holdings Member is entitled in accordance with the following Section 2.6(d). (d) Once the VWAP Price has been determined, LOS Inc., in consultation with the Riverstone Blocked Investor, will calculate the “Final Allocated Values” for each Holdings Member in the same manner as the Hypothetical Allocated Values were calculated in Section 2.6(a) but using the VWAP Price as finally determined instead of the hypothetical VWAP Prices used in calculating the Hypothetical Allocated Values. Schedule 2.6(d) specifies ), which shall be updated and completed by LOS Inc., in consultation with the Riverstone Blocked Investor, following the determination of the VWAP Price, shall specify the Series 1 Units or Series 2 Units that are Units, as applicable, issued in the Crystallization in respect of the Final Allocated Value for each Holdings Member, including such Series 1 Units or Series 2 Units attributable to any unvested Class B Units (“Unvested Units”) and together with the carryforward vesting terms thereof. Following such calculation, each Holdings Member shall be allocated such additional Series 1 Units or Series 2 Units, as applicable (the “Delayed Allocation Units”), so that its total Series 1 Units or Series 2 Units equal such amounts listed on Schedule 2.6(d) as so updated and completed. As a condition to receiving any Unvested Units, each Holdings Member entitled to receive Unvested Units will, at the request of New HoldCo, execute a restricted unit agreement substantially in the form attached hereto as Exhibit 2.6(d) with respect to each series of Unvested Units; provided that, because the Unvested Units that are Series 2 Units (“Unvested Series 2 Units”) will be cancelled shortly after the Crystallization pursuant to the OpCo Merger, as described in Section 2.12, each Holdings RUA to which any Class B Holder and Holdings are parties that applies to any series of unvested Series B Units that, pursuant to the Crystallization, has resulted in the issuance of such Unvested Series 2 Units is deemed to be an agreement between such Class B Holder and New HoldCo covering the number of Unvested Series 2 Units that have a value equal to the Final Allocated Value of such series of Unvested Units. Each Holdings Member, Holdings and New HoldCo agree to treat New HoldCo as a continuation of Holdings for U.S. federal income tax purposes. New HoldCo and each Class B Holder agree to treat all prior elections authorized by Section 83(b) of the Internal Revenue Code in respect of the grants of Class B Units in Holdings as also applying to the Series 2 Units in New HoldCo. Promptly following the closing of the IPO, and in any case within 30 days thereof, each recipient of any such Unvested Series 2 Units will make, by filing with the Internal Revenue Service a form substantially similar to that attached as Exhibit A to such Holdings RUA, an election authorized by Section 83(b) of the Internal Revenue Code with respect to such Series 2 Units received. If requested by New HoldCo, each Class B Holder will execute and deliver one or more new restricted unit agreements to further evidence the foregoing terms, and the Secretary of New HoldCo is authorized to deliver any such agreement on behalf of any such Class B Holder pursuant to the authority granted in Section 8.3 of the Holdings LLC Agreement. (e) New HoldCo and LOS Inc., as applicable, may delay delivery of any Series 1 Units and Series 2 Units and shares of Class A Common Stock and Class B Common Stock until final determination of the number of such Units and shares to be delivered to each Person in accordance with this Agreement, following the later of (i) the determination of the VWAP Price and (ii) the full exercise or expiration of the Shoe.

Crystallization. (a) All Class A Units and Class B Units in New HoldCo will be are hereby reclassified prior to the closing of the IPO in a series of steps referred to as the “Crystallization.” The Crystallization involves first determining the value of each Holdings Member’s Units in New HoldCo on a class-by-class basis (as if 100% vested) based on the amount that would be distributed, hypothetically, immediately before the closing of the IPO in respect of all such Units if an amount equal to the pre-money equity value of New HoldCo (based on the Price to Public of LOS Inc. in the IPOVWAP Price) were distributed under Section 6.1 of the New HoldCo LLC Agreement. For this purpose, Section 6.1 of the New HoldCo LLC Agreement is deemed to be identical to Section 6.1 of the Holdings LLC Agreement; each Unit in New HoldCo will be deemed to have been issued by New HoldCo on the same date the corresponding Unit in Holdings was issued by Holdings (and thus the Class A-1 Preferred Return Amount and the Class A-2 Preferred Return Amount (each as defined in the Holdings LLC Agreement) that accrues in respect of each Class A-1 Unit and Class A-2 Unit in New HoldCo will be deemed to be the same amount that accrues in respect of the corresponding Unit in Holdings); the Benchmark Amount (as defined in the Holdings LLC Agreement) applicable to each series of Class B Units in Holdings will also be the Benchmark Amount that applies to each series of Class B Units in New HoldCo; and the pre-money equity value of New HoldCo (based on an assumed VWAP Price equal to the Price to Public) is deemed to be $ (which is $ less the $ required to repay the promissory notes under Section 2.17(c))$1,792,893,389. The As an example, a range of hypothetical amount amounts that would may be distributed to each Holdings Member in respect of each class or series of Units in New HoldCo held thereby for such member is listed on Schedule 2.6(a) in each column the three columns labeled “Initial Hypothetical Allocated ValueValue - Low,” “Hypothetical Allocated Value - Mid” and “Hypothetical Allocated Value - High” (the each such amount being a “Initial Hypothetical Allocated Value”). Each Holdings Member’s Initial Allocated Value will then be adjusted by increasing each Series 2 Member’s Initial Allocated Value (on a class) with such amounts calculated using the pre-by-class basis) by 7% and by reducing each other Holdings Member’s Initial Allocated Value (on a class-by-class basis) by such member’s proportionate share (money value of LOS Inc. based on the relative Initial upper and lower bounds in the definition of VWAP Price and the Price to Public, as follows: • the “Hypothetical Allocated Values of such other Holdings Members) Value - High” being determined by the upper bound of the aggregate 7% premium allocated VWAP Price; • the “Hypothetical Allocated Value - Low” being determined by the lower bound of the VWAP Price; and • the “Hypothetical Allocated Value - Mid” being determined by an assumed VWAP Price equal to the Series 2 Members. Each Class B Holder agrees that such 7% premium has been negotiated and agreed Price to by the Majority Class B Holders pursuant to the Class B Holder Consent. Each Holdings Member’s Initial Allocated Value, as adjusted on a class-by-class basis in the preceding manner, for such member is listed on Schedule 2.6(a) in each column labeled “Final Allocated Value” (the “Final Allocated Value”)Public. The Final Hypothetical Allocated Value allocated to any Class B Holder in respect of any series of Class B Units that is not fully vested is broken down on Schedule 2.6(a) among such member’s vested Class B Units of such series and such member’s unvested Class B Units of such series. Once the Final Allocated Values are determined, the remaining Crystallization steps, i.e., those by which each Holdings Member’s Class A Units and Class B Units of New HoldCo are reclassified into Series 1 Units or Series 2 Units, will take place in accordance with Section 2.6(c). (b) New HoldCo hereby confirms that the following classes of units have been, or hereby are, created: a class of units designated as “Series 1 Units” (“Series 1 Units”) and a class of units designated as “Series 2 Units” (“Series 2 Units”). New HoldCo is authorized to issue up to as many Series 1 Units and up to Series 2 UnitsUnits as are necessary to effect the Crystallization contemplated hereby. (c) All of the Class A Units and Class B Units (vested and unvested) of New HoldCo held by each Holdings Member hereby are reclassified into the number of Series 1 Units (in the case of each Series 1 Member) or Series 2 Units (in the case of each Series 2 Member) listed for such member on in the amounts as provided in this Section 2.6. Schedule 2.6(a). The ) sets forth the minimum, midpoint and maximum number of Series 1 Units or Series 2 Units listed Units, as applicable, for such member on Schedule 2.6(a) each Holdings Member, which equals the quotient obtained by dividing the Final Hypothetical Allocated Values of all Class A Units and Class B Units held by such member Holdings Member by the applicable hypothetical VWAP Price. The record books of New HoldCo on the closing date of the IPO shall reflect the minimum number of Series 1 Units or Series 2 Units, as applicable, then issued for each member based on the applicable hypothetical VWAP Price, which then shall be updated following the determination of the actual VWAP Price to Publicreflect the additional number of Series 1 Units or Series 2 Units, as applicable, to which each Holdings Member is entitled in accordance with the following Section 2.6(d). (d) Once the VWAP Price has been determined, LOS Inc., in consultation with the Riverstone Blocked Investor, will calculate the “Final Allocated Values” for each Holdings Member in the same manner as the Hypothetical Allocated Values were calculated in Section 2.6(a) but using the VWAP Price as finally determined instead of the hypothetical VWAP Prices used in calculating the Hypothetical Allocated Values. Schedule 2.6(d) specifies ), which shall be updated and completed by LOS Inc., in consultation with the Riverstone Blocked Investor, following the determination of the VWAP Price, shall specify the Series 1 Units or Series 2 Units that are Units, as applicable, issued in the Crystallization in respect of the Final Allocated Value for each Holdings Member, including such Series 1 Units or Series 2 Units attributable to any unvested Class B Units (“Unvested Units”) and together with the carryforward vesting terms thereof. Following such calculation, each Holdings Member shall be allocated such additional Series 1 Units or Series 2 Units, as applicable (the “Delayed Allocation Units”), so that its total Series 1 Units or Series 2 Units equal such amounts listed on Schedule 2.6(d) as so updated and completed. As a condition to receiving any Unvested Units, each Holdings Member entitled to receive Unvested Units will, at the request of New HoldCo, execute a restricted unit agreement substantially in the form attached hereto as Exhibit 2.6(d) with respect to each series of Unvested Units; provided that, because the Unvested Units that are Series 2 Units (“Unvested Series 2 Units”) will be cancelled shortly after the Crystallization pursuant to the OpCo Merger, as described in Section 2.12, each Holdings RUA to which any Class B Holder and Holdings are parties that applies to any series of unvested Series B Units that, pursuant to the Crystallization, has resulted in the issuance of such Unvested Series 2 Units is deemed to be an agreement between such Class B Holder and New HoldCo covering the number of Unvested Series 2 Units that have a value equal to the Final Allocated Value of such series of Unvested Units. Each Holdings Member, Holdings and New HoldCo agree to treat New HoldCo as a continuation of Holdings for U.S. federal income tax purposes. New HoldCo and each Class B Holder agree to treat all prior elections authorized by Section 83(b) of the Internal Revenue Code in respect of the grants of Class B Units in Holdings as also applying to the Series 2 Units in New HoldCo. Promptly following the closing of the IPO, and in any case within 30 days thereof, each recipient of any such Unvested Series 2 Units will make, by filing with the Internal Revenue Service a form substantially similar to that attached as Exhibit A to such Holdings RUA, an election authorized by Section 83(b) of the Internal Revenue Code with respect to such Series 2 Units received. If requested by New HoldCo, each Class B Holder will execute and deliver one or more new restricted unit agreements to further evidence the foregoing terms, and the Secretary of New HoldCo is authorized to deliver any such agreement on behalf of any such Class B Holder pursuant to the authority granted in Section 8.3 of the Holdings LLC Agreement. (e) New HoldCo and LOS Inc., as applicable, may delay delivery of any Series 1 Units and Series 2 Units and shares of Class A Common Stock and Class B Common Stock until final determination of the number of such Units and shares to be delivered to each Person in accordance with this Agreement, following the later of (i) the determination of the VWAP Price and (ii) the full exercise or expiration of the Shoe.