Common use of Elective Exchanges Clause in Contracts

Elective Exchanges. (i) Upon the terms and subject to the conditions of this Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like) in consideration for, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Holding Unitholder set forth in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon From and after the First Exchange Time, each Member shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Eventsurrender Exchangeable Units and, if such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Member also holds Class B Units and/or Class C Non-Voting Units to Holding (andCommon Stock, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal a corresponding number of shares of Class B Common Stock) Stock after taking into account the Exchange Rate (in each case, free and clear of all liens, encumbrances, rights Liens) to the Corporation in exchange for the delivery to such Member (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number product of Class B the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) the applicable Cash Payment. Any exchange of Exchangeable Units and/or Class C Non-Voting Units exchangedand, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)if applicable, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member may Exchange Class A Common Units at any time and from time to time, but a Member may not Exchange Class B Common Units more than once per fiscal quarter without the prior consent of the Corporation. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any Member shall be the lesser of (A) 20,000 (twenty thousand) and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Corporation’s interest in the Company so acquired, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Corporation, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Corporation, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Member shall exercise its right to effectuate an Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by such Member, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. Unless such Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (ithe “Contribution Notice”) to the Company (with a copy to the exchanging Member) of its intended settlement method; provided that if the Corporation does not timely deliver or cause a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Member may specify, in an applicable Exchange Notice, that the Exchange is to be delivered at contingent (including as to timing) upon the offices occurrence of any transaction or event, including the then-acting registrar and transfer agent consummation of the Class A Common Stock a purchase by another Person (orwhether in a tender or exchange offer, if there is no then-acting registrar and transfer agent an underwritten offering, Change of the Class A Common Stock, at the principal executive offices of the CorporationControl transaction or otherwise) the number of shares of Class A Common Stock deliverable upon such Exchangeor any merger, registered consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary, a Member may withdraw or amend its Exchange Notice, in the name of the relevant exchanging Holding Unitholder (whole or in such other name as is requested in writing part, at any time prior to 5:00 p.m. Phoenix, Arizona time, on the Business Day immediately prior to the Exchange Date by giving written notice to the Holding UnitholderCompany (with a copy to the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in certificated or uncertificated formeffect, as may be requested by the exchanging Holding Unitholderif any, or and (iiC) if the Class A Common Stock is settled through the facilities of The Depository Trust CompanyMember so determines, upon the written instruction of the exchanging Holding Unitholder set forth a new Exchange Date or any other new or revised information permitted in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon From and after the First Exchange Time, the Member shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event to surrender Exchangeable Units and a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal corresponding number of shares of Class B Common Stock) Stock after taking into account the Exchange Rate (in each case, free and clear of all liens, encumbrances, rights Liens) to the Company in exchange for the delivery to the Member (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices product of the then-acting registrar and transfer agent applicable Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent Control Exchange) that coincides with a substantially concurrent public offering or private sale of the Class A Common Stock, the applicable Cash Payment. The Corporation shall be entitled, at its election, to instead effect a direct exchange with the principal executive offices Member in lieu of the exchange between the Company and the Member described in the preceding sentence. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time the Member may Exchange Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the applicable Cash Payment. For the avoidance of doubt, the Company (or the Corporation) shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation (or the cash retained by the Corporation, in the case of a direct exchange) from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (ii) Notwithstanding anything to the contrary contained herein, the Member shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof) or (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the Member is party (including, without limitation, the LLC Agreement). Upon such determination, the Corporation or the Company (as applicable) shall notify the Member, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) The Member shall exercise its right to effectuate an Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, as set forth in this Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by the Member, (B) any certificates in the Member’s possession representing such Exchangeable Units, (C) any stock certificates in the Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from the Member that it is unable to provide such certification. Unless the Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by the Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, the Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) The Member may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock deliverable upon such Exchangeor any merger, registered consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary, the Member may withdraw or amend its Exchange Notice, in the name of the relevant exchanging Holding Unitholder (whole or in such other name as is requested in writing part, at any time prior to 5:00 p.m. Folsom, California time, on the Business Day immediately prior to the Exchange Date by giving written notice (a “Retraction Notice”) to the Holding UnitholderCompany (with a copy to the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in certificated or uncertificated formeffect, as may be requested by the exchanging Holding Unitholderif any, or and (iiC) if the Class A Common Stock is settled through the facilities of The Depository Trust CompanyMember so determines, upon the written instruction of the exchanging Holding Unitholder set forth a new Exchange Date or any other new or revised information permitted in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon Each Member shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event to surrender Exchangeable Units and a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal corresponding number of shares of Class B Common Stock) Stock after taking into account the Exchange Rate (in each case, free and clear of all liens, encumbrances, rights Liens) to Pubco in exchange for the delivery to such Member (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange NoticePubco, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number product of Class B the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) the applicable Cash Payment. Any exchange of Exchangeable Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), a Member may Exchange Common Units at any time and from time to time, but a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any Member shall be the lesser of (A) 10,000 and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and Pubco shall have the right to refuse to honor any request for such an Exchange, if at any time Pubco determines based on the Corporation advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with Pubco or any of its Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, Pubco shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iiii) deliver or cause A Member shall exercise its right to effectuate an Exchange of Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to Pubco and the Company during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be delivered at exchanged substantially in the offices form of Exhibit B hereto (an “Exchange Notice”), duly executed by such Member, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class B Common Stock and (D) if Pubco or any exchanging Subsidiary requires the delivery of the then-acting registrar and transfer agent certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. An Exchange pursuant to this Section 2.1(a) shall be effected on the second Business Day following the Business Day on which Pubco shall have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless Pubco has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (oriv) Within two (2) Business Days following the Business Day on which Pubco has received the Exchange Notice, Pubco shall give written notice (the “Contribution Notice”) to the exchanging Member of its intended settlement method; provided that if there Pubco does not timely deliver a Contribution Notice, Pubco shall be deemed to have not elected the Cash Payment method. (v) A Member may specify, in an applicable Exchange Notice, that the Exchange is no then-acting registrar and transfer agent to be contingent (including as to timing) upon the occurrence of any transaction or event, including the Class A Common Stockconsummation of a purchase by another Person (whether in a tender or exchange offer, at the principal executive offices an underwritten offering, Change of the CorporationControl transaction or otherwise) the number of shares of Class A Common Stock deliverable upon such Exchangeor any merger, registered in the name of the relevant exchanging Holding Unitholder (consolidation or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Holding Unitholder set forth in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchangecombination. (iivi) Following Notwithstanding anything to the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bankcontrary herein, the issuance settlement method with respect to an Exchange by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement Company pursuant to Section 4.1, such Class C Non-Voting Units 7.1 of the LLC Agreement shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i)the applicable Cash Payment.

Elective Exchanges. (iA) Upon Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of this the Partnership Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding each Partnership Unitholder shall have the right from time to time (i) deliver but subject to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Holder Restriction) to surrender Exchangeable Units to Holding (and, in at least the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) Minimum Exchangeable Amount (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the likePolicies and the Partnership Agreement) to the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) A Partnership Unitholder shall exercise its right to an Elective Exchange by delivering to the Partnership, with a contemporaneous copy delivered to the Company, in consideration for, each case during normal business hours at the option principal executive offices of the CorporationPartnership and the Company, with such consideration respectively, a written election of exchange in respect of the Exchangeable Units to be delivered as promptly as practicable following such delivery and surrender or deemed surrender exchanged substantially in the form of Exhibit A hereto (as applicablean “Elective Exchange Notice”), but duly executed by such Partnership Unitholder. (C) A Partnership Unitholder may specify, in any event within two Business Days after the Date of Exchange specified in such an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (xincluding as to timing) a Cash Exchange Payment by Holding in accordance with upon the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part occurrence of any Persontransaction or event, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder consummation of a number purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change of control transaction or otherwise) of shares of Class A Common Stock equal or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the number consummation thereof, shall terminate all of Class B Units and/or Class C Non-Voting Units exchangedthe exchanging Partnership Unitholder’s, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (Partnership’s and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed cancelled without any action rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the part of Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any Person, including time prior to the Corporation. If Retraction Deadline (a “Retraction Notice”) to the Corporation elects Partnership (with a copy to issue Class A Common Stock in an Exchange, the Corporation shall Company) specifying (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the CorporationA) the number of shares withdrawn Exchangeable Units and (B) the number of Class A Common Stock deliverable upon such Exchange, registered Exchangeable Units as to which the Elective Exchange Notice remains in the name effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction Elective Exchange Notice shall terminate all of the exchanging Holding Unitholder set forth in the Exchange NoticePartnership Unitholder’s, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Partnership’s and Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to ’s rights and obligations under this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchangerescinded. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (iA) Upon Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of this the Partnership Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding each Partnership Unitholder shall have the right from time to time (i) deliver but subject to Holding an Exchange Notice the Senior and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (andSunset Holder Restriction, in the case of Class B Unitsthe Senior Holders or Sunset Holders, as applicable) to surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of Exchangeable Units in at least the Minimum Exchangeable Amount, along with the corresponding shares of Class B Common Stock) Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the likePartnership Agreement) to the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) A Partnership Unitholder shall exercise its right to an Elective Exchange by delivering to the Partnership, with a contemporaneous copy delivered to the Company, in consideration for, each case during normal business hours at the option principal executive offices of the CorporationPartnership and the Company, with such consideration respectively, a written election of exchange in respect of the Exchangeable Units to be delivered as promptly as practicable following such delivery and surrender or deemed surrender exchanged substantially in the form of Exhibit A hereto (as applicablean “Elective Exchange Notice”), but duly executed by such Partnership Unitholder and the Certificates . (C) A Partnership Unitholder may specify, in any event within two Business Days after the Date of Exchange specified in such an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (xincluding as to timing) a Cash Exchange Payment by Holding in accordance with upon the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part occurrence of any Persontransaction or event, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder consummation of a number purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change of control transaction or otherwise) of shares of Class A Common Stock equal or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice and corresponding Certificates have been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of Class B withdrawn Exchangeable Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the corresponding number of shares of Class A B Common Stock deliverable upon such Exchange, registered and (B) the number of Exchangeable Units and the corresponding number of shares of Class B Common Stock as to which the Elective Exchange Notice remains in the name effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction Elective Exchange Notice shall terminate all of the exchanging Holding Unitholder set forth in the Exchange NoticePartnership Unitholder’s, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Partnership’s and Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to ’s rights and obligations under this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchangerescinded. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (iA) Upon Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of this the Partnership Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding each Partnership Unitholder shall have the right from time to time (i) deliver but subject to Holding an Exchange Notice the Senior and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (andSunset Holder Restriction, in the case of Class B Unitsthe Senior Holders or Sunset Holders, as applicable) to surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of Exchangeable Units in at least the Minimum Exchangeable Amount, along with the corresponding shares of Class B Common Stock) Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the likePartnership Agreement) to the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) A Partnership Unitholder shall exercise its right to an Elective Exchange by delivering to the Partnership, with a contemporaneous copy delivered to the Company, in consideration for, each case during normal business hours at the option principal executive offices of the CorporationPartnership and the Company, with such consideration respectively, a written election of exchange in respect of the Exchangeable Units to be delivered as promptly as practicable following such delivery and surrender or deemed surrender exchanged substantially in the form of Exhibit A hereto (as applicablean “Elective Exchange Notice”), but duly executed by such Partnership Unitholder and the Certificates. (C) A Partnership Unitholder may specify, in any event within two Business Days after the Date of Exchange specified in such an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (xincluding as to timing) a Cash Exchange Payment by Holding in accordance with upon the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part occurrence of any Persontransaction or event, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder consummation of a number purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change of control transaction or otherwise) of shares of Class A Common Stock equal or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice and corresponding Certificates have been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of Class B withdrawn Exchangeable Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the corresponding number of shares of Class A B Common Stock deliverable upon such Exchange, registered and (B) the number of Exchangeable Units and the corresponding number of shares of Class B Common Stock as to which the Elective Exchange Notice remains in the name effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction Elective Exchange Notice shall terminate all of the exchanging Holding Unitholder set forth in the Exchange NoticePartnership Unitholder’s, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Partnership’s and Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to ’s rights and obligations under this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchangerescinded. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon From and after the First Exchange Time, each Member shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Eventsurrender Exchangeable Units and, if such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Member also holds Class B Units and/or Class C Non-Voting Units to Holding (andCommon Stock, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal a corresponding number of shares of Class B Common Stock) Stock after taking into account the Exchange Rate (in each case, free and clear of all liens, encumbrances, rights Liens) to the Corporation in exchange for the delivery to such Member (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number product of Class B the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) the applicable Cash Payment. Any exchange of Exchangeable Units and/or Class C Non-Voting Units exchangedand, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)if applicable, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member may Exchange Class A Common Units at any time and from time to time, but a Member may not Exchange Class B Common Units more than once per fiscal quarter without the prior consent of the Corporation. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any Member shall be the lesser of (A) 20,000 (twenty thousand) and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Corporation’s interest in the Company so acquired, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Corporation, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Corporation, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Member shall exercise its right to effectuate an Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), duly executed by such Member, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. Unless such Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (ithe “Contribution Notice”) to the Company (with a copy to the exchanging Member) of its intended settlement method; provided that if the Corporation does not timely deliver or cause a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Member may specify, in an applicable Exchange Notice, that the Exchange is to be delivered at contingent (including as to timing) upon the offices occurrence of any transaction or event, including the then-acting registrar and transfer agent consummation of the Class A Common Stock a purchase by another Person (orwhether in a tender or exchange offer, if there is no then-acting registrar and transfer agent an underwritten offering, Change of the Class A Common Stock, at the principal executive offices of the CorporationControl transaction or otherwise) the number of shares of Class A Common Stock deliverable upon such Exchangeor any merger, registered consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary, a Member may withdraw or amend its Exchange Notice, in the name of the relevant exchanging Holding Unitholder (whole or in such other name as is requested in writing part, at any time prior to 5:00 p.m. Phoenix, Arizona time, on the Business Day immediately prior to the Exchange Date by giving written notice to the Holding UnitholderCompany (with a copy to the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in certificated or uncertificated formeffect, as may be requested by the exchanging Holding Unitholderif any, or and (iiC) if the Class A Common Stock is settled through the facilities of The Depository Trust CompanyMember so determines, upon the written instruction of the exchanging Holding Unitholder set forth a new Exchange Date or any other new or revised information permitted in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (iA) Upon Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of this the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding each LLC Unitholder shall have the right at any time and from time to time to surrender Exchangeable Units in at least the Minimum Exchangeable Amount (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the likeLLC Agreement and applicable federal and state securities laws) in consideration for, to the LLC (or at the option Company’s request, the Company) and to thereby cause the LLC or the Company, as applicable, to deliver to that LLC Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) An LLC Unitholder shall exercise its right to an Elective Exchange by delivering to the LLC, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the CorporationLLC and the Company, with such consideration respectively, a written election of exchange in respect of the Exchangeable Units to be delivered as promptly as practicable following such delivery and surrender or deemed surrender exchanged substantially in the form of Exhibit A hereto (as applicablean “Elective Exchange Notice”), but in any event within two duly executed by such LLC Unitholder, specifying the number of Exchangeable Units to be exchanged and the applicable Exchange Date, which shall be no earlier than eight (8) Business Days after delivery of the Date of Elective Exchange specified Notice (the “Elective Exchange Date”). (C) An LLC Unitholder may specify, in such an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (xincluding as to timing) a Cash Exchange Payment by Holding in accordance with upon the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part occurrence of any Persontransaction or event, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder consummation of a number purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change of control transaction or otherwise) of shares of Class A Common Stock equal or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the number consummation thereof, shall terminate all of Class B Units and/or Class C Non-Voting Units exchangedthe exchanging LLC Unitholder’s, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (LLC’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice if it is determined by the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)electing party that the contingency has not been satisfied, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed cancelled without any action rescinded. (D) After the Elective Exchange Notice has been delivered to the Company and the LLC, and unless the Company and the LLC have refused to honor the request in full pursuant to Section 2.1(b)(i), the Company or the LLC will, within five (5) Business Days of receiving the Elective Exchange Notice, inform the LLC Unitholder of the aggregate amount of the Tax Distribution Repayment to be paid in connection with the Elective Exchange. Upon the LLC Unitholder’s payment of such aggregate Tax Distribution Repayment in cash to the LLC, the Company or LLC will effect the Elective Exchange on the part of any Person, including the CorporationElective Exchange Date. If such aggregate Tax Distribution Repayment has not been paid on or before two Business Days prior to the Corporation elects to issue Class A Common Stock in an ExchangeElective Exchange Date, then the Corporation Company or LLC shall (i) deliver or cause to be delivered at proceed with effecting the offices of Elective Exchange on the then-acting registrar Elective Exchange Date and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) shall reduce the number of shares of Class A Common Stock deliverable upon to be issued to the LLC Unitholder by a number of shares equal to such Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing aggregate Tax Distribution Repayment divided by the Holding Unitholder)Cash Exchange Five Day VWAP, in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Holding Unitholder set forth in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, rounded up to the account next whole share. (E) An LLC Unitholder may revoke an Elective Exchange Notice for any reason or no reason by delivering written notice of such revocation to the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately at least one Business Day prior to the close applicable Exchange being consummated; provided, that no Exchange may be revoked if the total value of business on such Exchange (i.e., the Date dollar amount obtained by multiplying the number of Exchange, and Exchangeable Units to be exchanged pursuant to such Elective Exchange Notice by the Holding Unitholder will be treated as closing price of a holder of record share of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise end of the Warrant by a Holder which Trading Day immediately preceding the date such revocation notice is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i)delivered) is less than $500,000.

Elective Exchanges. (i) Upon SMBC shall be entitled, upon the terms and subject to the conditions of this Agreementhereof, to surrender Common Stock to the Company in exchange for the event a Holding Unitholder wishes delivery to effect SMBC (or a Permitted Exchange Event, such Holding Unitholder shall (iTransferee designee of SMBC) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like) in consideration for, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Non-Voting Preferred Stock that is equal to the product of (x) the applicable number of Class B Units and/or Class C shares of Common Stock surrendered multiplied by (y) the Exchange Rate. Any exchange of Common Stock for Non-Voting Units exchangedPreferred Stock pursuant hereto is defined herein as an “Exchange”. Subject to Section 2.1(a)(ii), for a period beginning on the date hereof and ending on the earliest of (x) the eighteen-month anniversary of the date of the filing of the Amended and Restated Charter with New York Department of State (or such later date as may be reasonably agreed by the Company in good faith to enable SMBC and its Affiliates to obtain an Economic Ownership Percentage (in the aggregate) of fifteen percent (15%)), (y) the MOU Termination Date and (z) the date on which event such exchanged LLC Units automatically shall be converted into an equal number 55,125 shares of Class A Units (and the Class B Units or Class C Non-Voting Units so converted Preferred Stock (or such other amount as mutually agreed by the Parties) shall thereby cease have been issued pursuant hereto, SMBC may effect an Exchange at any time and from time to exist), and concomitantly with any time (regardless of whether such issuance, any exchanged Class B shares of Common Stock automatically shall be deemed cancelled without any action were acquired prior to, on or after the part date hereof) with respect to a number of any Personshares of Common Stock, including the Corporation. If the Corporation elects to issue Class A Common Stock in an for each Exchange, the Corporation shall that is not less than one-half percent (i0.5%) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the outstanding number of shares of Class A Common Stock deliverable upon such Exchange, registered (on a fully diluted basis) and in multiples of 500 shares of the Common Stock (as adjusted pro rata for any changes in the name Exchange Rate; provided that in no event shall fractions of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholdershares of Non-Voting Preferred Stock be issuable pursuant to this Section 2.1(a), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or ). (ii) if Notwithstanding anything herein to the Class A contrary, SMBC shall not be entitled to effectuate an Exchange of Common Stock is settled through pursuant to this Section 2.1(a), and the facilities Company shall have the right to refuse to honor any request for such an Exchange, if at such time the Company determines based on the advice of The Depository Trust Companycounsel that such Exchange would be inconsistent with or prohibited by any Law. Following receipt of an Exchange Notice, the Company shall promptly notify SMBC upon the written instruction becoming aware of the exchanging Holding Unitholder set forth occurrence of any facts, events, circumstances or developments that would, or would reasonably be expected to, result in the Exchange Noticecontemplated by such Exchange Notice being inconsistent with or prohibited by any Law, use which such notice shall include an explanation in reasonable detail as to such facts, events, circumstances or developments. (iii) SMBC shall exercise its reasonable best efforts right to deliver the shares effectuate an Exchange of Class A Common Stock deliverable pursuant to such exchanging Holding Unitholder this Section 2.1(a) by delivering to the Company (A) a written election of exchange in respect of the Common Stock to be exchanged substantially in the Exchange through the facilities form of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exhibit B (an “Exchange Notice”), duly executed by SMBC (delivery of which may be via email), (B) certificates in SMBC’s possession representing such Common Stock (if any) and (C) $1.50 per share of Common Stock exchanged in such Exchange (any such amount to be payable not later than one (1) Business Day following the date of such Exchange). An Exchange pursuant to this Section 2.1(a)(i2.1(a) shall be effected on the second (2nd) Business Day following the Business Day on which the Company shall have received the items specified in clauses (A) through (B) of Class B Units the first sentence of this Section 2.1(a)(iii) or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to such later date that is a Business Day specified in the close Exchange Notice (such Business Day, the “Exchange Date”). On the Exchange Date, all rights of business on the Date of Exchange, and the Holding Unitholder will be treated SMBC as a holder of record of Class A Common Stock to be so exchanged shall cease and SMBC (or its designee) shall be treated for all purposes as having become the record holder of the close shares of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units Preferred Stock to such Holder upon exercise thereof be received by SMBC in accordance with the Warrant and the joinder respect of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i)Exchange.

Elective Exchanges. (i) Upon Subject to Section 2.1(b) , and otherwise upon the terms and subject to the conditions hereof and of this the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding each Company Unitholder shall have the right from time to time (i) deliver but subject to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (andSenior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units, and, for each Company Class B UnitsUnit surrendered, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares a corresponding share of Class B Common Stock) Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the likeLLC Agreement) to the Company and to thereby cause the Company to deliver to that Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “ Exchange ”). (ii) For the avoidance of doubt, and notwithstanding anything else in consideration forthis Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading market in the Company's Common Stock. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the option Corporation or the Company determines based on the advice of counsel that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the Company, with such consideration a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, (A) a written election of exchange in respect of the Company Exchangeable Units to be delivered as promptly as practicable following such delivery and surrender or deemed surrender exchanged substantially in the form of Exhibit A hereto (as applicablean “Exchange Notice”), but in duly executed by such Company Unitholder, (B) any event within two Business Days after the Date of Exchange specified certificates in such Exchange NoticeCompany Unitholder’s possession representing such Company Exchangeable Units, (xC) a Cash Exchange Payment by Holding if applicable, any stock certificates in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and Company Unitholder’s possession representing the shares of Class B Common Stock automatically required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents or instruments as either the Company or the Corporation may reasonably require in connection with the Exchange. After the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii), the Company will effect the Exchange in accordance with its then-current policies and inform the Company Unitholder of the effective date of such Exchange (the “Exchange Date”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (iv) At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed cancelled concomitant with such paymentnot to have elected the Cash Settlement method. (v) Notwithstanding anything herein to the contrary, without (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any action time prior to 5:00 p.m. New York City time, on the part Business Day immediately prior to the Exchange Date by giving written notice (the “ Retraction Notice ”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any Persontransaction or event, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder consummation of a number purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock equal or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the number of Class B Units and/or Class C Non-Voting Units exchangedconsummation thereof, shall, in which event such exchanged LLC Units automatically shall be converted into an equal number either case, terminate all of Class A Units (the exchanging Company Unitholder’s, Company’s and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Holding Unitholder set forth in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchangerescinded. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon Subject to Section 2.1(c) , and otherwise upon the terms and subject to the conditions hereof and of this the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding each Company Unitholder shall have the right from time to time (i) deliver but subject to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (andSenior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units, and, for each Company Class B UnitsUnit surrendered, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares a corresponding share of Class B Common Stock) Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the likeLLC Agreement) to the Company and to thereby cause the Company to deliver to that Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “ Exchange ”). (ii) For the avoidance of doubt, and notwithstanding anything else in consideration forthis Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading market in the Company's Common Stock. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the option Corporation or the Company determines based on the advice of counsel that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the Company, with such consideration a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, (A) a written election of exchange in respect of the Company Exchangeable Units to be delivered as promptly as practicable following such delivery and surrender or deemed surrender exchanged [Signature Page to Exchange Agreement] substantially in the form of Exhibit A hereto (as applicablean “ Exchange Notice ”), but in duly executed by such Company Unitholder, (B) any event within two Business Days after the Date of Exchange specified certificates in such Exchange NoticeCompany Unitholder’s possession representing such Company Exchangeable Units, (xC) a Cash Exchange Payment by Holding if applicable, any stock certificates in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and Company Unitholder’s possession representing the shares of Class B Common Stock automatically required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents or instruments as either the Company or the Corporation may reasonably require in connection with the Exchange. After the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii) , the Company will effect the Exchange in accordance with its then-current policies and inform the Company Unitholder of the effective date of such Exchange (the “ Exchange Date ”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (iv) At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “ Contribution Notice ”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed cancelled concomitant with such paymentnot to have elected the Cash Settlement method. (v) Notwithstanding anything herein to the contrary, without (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any action time prior to 5:00 p.m. New York City time, on the part Business Day immediately prior to the Exchange Date by giving written notice (the “ Retraction Notice ”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any Persontransaction or event, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder consummation of a number purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock equal or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the number of Class B Units and/or Class C Non-Voting Units exchangedconsummation thereof, shall, in which event such exchanged LLC Units automatically shall be converted into an equal number either case, terminate all of Class A Units (the exchanging Company Unitholder’s, Company’s and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Holding Unitholder set forth in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchangerescinded. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon From and after the First Exchange Time, each Member shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Exchangeable Units and/or Class C Non-Voting Units to Holding (and, in the case of if such Member also holds Class B UnitsV Common Stock, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal a corresponding number of shares of Class B V Common Stock) Stock after taking into account the Exchange Rate (in each case, free and clear of all liens, encumbrances, rights Liens) to the Company in exchange for the delivery to such Member (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices product of the then-acting registrar and transfer agent applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent Control Exchange) that coincides with a substantially concurrent public offering or private sale of the Class A Common Stock, the applicable Cash Payment; provided, however, that the Corporation’s election to effect a Cash Payment shall be approved by a majority of the Disinterested Directors or a committee of Disinterested Directors. The Corporation shall be entitled, at its election to instead effect a direct exchange with such Member in lieu of the principal executive offices exchange between the Company and the Member described in the preceding sentence. Any exchange of Exchangeable Units and, if applicable, Class V Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member may Exchange Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the applicable Cash Payment. For the avoidance of doubt, the Company (or the Corporation) shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation (or the cash retained by the Corporation, in the case of a direct exchange) from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class V Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), or (3) solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their Subsidiaries, would not be permitted under any written policy of the Corporation, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Member shall exercise its right to effectuate an Exchange of Exchangeable Units, and a corresponding number of shares of Class V Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), duly executed by such Member, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class V Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. Unless such Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Corporation and the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class V Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Member may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock deliverable upon such Exchangeor any merger, registered consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary, a Member may withdraw or amend its Exchange Notice, in the name of the relevant exchanging Holding Unitholder (whole or in such other name as is requested in writing part, at any time prior to 5:00 p.m. Coral Gables, Florida time, on the Business Day immediately prior to the Exchange Date by giving written notice (a “Retraction Notice”) to the Holding UnitholderCompany (with a copy to the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class V Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class V Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in certificated or uncertificated formeffect, as may be requested by the exchanging Holding Unitholderif any, or and (iiC) if the Class A Common Stock is settled through the facilities of The Depository Trust CompanyMember so determines, upon the written instruction of the exchanging Holding Unitholder set forth a new Exchange Date or any other new or revised information permitted in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon Subject to Section 2.1(b), and otherwise upon the terms and subject to the conditions hereof and of this the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding each Company Unitholder shall have the right from time to time (i) deliver but subject to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (andSenior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units, and, for each Company Class B UnitsUnit surrendered, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares a corresponding share of Class B Common Stock) Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the likeLLC Agreement) to the Company and to thereby cause the Company to deliver to that Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Exchange”). (ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading markets in the Company's Common Stock as determined by the Board (or a committee thereof to which the Board has delegated such authority) in consideration forits sole discretion. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the option Corporation or the Company determines, after consultation with counsel, that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the Company, with such consideration a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, (A) a written election of exchange in respect of the Company Exchangeable Units to be delivered as promptly as practicable following such delivery and surrender or deemed surrender exchanged substantially in the form of Exhibit A hereto (as applicablean “Exchange Notice”), but in duly executed by such Company Unitholder, (B) any event within two Business Days after the Date of Exchange specified certificates in such Exchange NoticeCompany Unitholder’s possession representing such Company Exchangeable Units, (xC) a Cash Exchange Payment by Holding if applicable, any stock certificates in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and Company Unitholder’s possession representing the shares of Class B Common Stock automatically required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents or instruments as either the Company or the Corporation may reasonably require in connection with the Exchange. If any certificate referenced in clause (B) or (C) of the immediately preceding sentence is alleged to be lost, stolen or destroyed, the Company Unitholder shall furnish, in lieu thereof, an affidavit of loss and, if required by the Company or the Corporation, an indemnity in a customary amount to indemnify the Company or the Corporation, as applicable, against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate. After the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii), the Company will effect the Exchange in accordance with its then-current policies (including policies intended to ensure orderly liquidity for Exchanging Company Unitholders and stability in the trading market for the Company’s securities) and inform the Company Unitholder of the effective date of such Exchange (the “Exchange Date”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (iv) At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed cancelled concomitant with such paymentnot to have elected the Cash Settlement method. (v) Notwithstanding anything herein to the contrary, without (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any action time prior to 5:00 p.m. New York City time, on the part Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any Persontransaction or event, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder consummation of a number purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change of control transaction or otherwise) of shares of Class A Common Stock equal or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the number of Class B Units and/or Class C Non-Voting Units exchangedconsummation thereof, shall, in which event such exchanged LLC Units automatically shall be converted into an equal number either case, terminate all of Class A Units (the exchanging Company Unitholder’s, Company’s and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Holding Unitholder set forth in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchangerescinded. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (iA) Upon Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of this the Partnership Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding each Partnership Unitholder shall have the right from time to time (ibut subject to the Class D Holder Restriction) deliver to Holding an Exchange Notice and (ii) surrender or, Exchangeable Units in at least the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) Minimum Exchangeable Amount (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the likePolicies and the Partnership Agreement) to the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) A Partnership Unitholder shall exercise its right to an Elective Exchange by delivering to the Partnership, with a contemporaneous copy delivered to the Company, in consideration for, each case during normal business hours at the option principal executive offices of the CorporationPartnership and the Company, with such consideration respectively, a written election of exchange in respect of the Exchangeable Units to be delivered as promptly as practicable following such delivery and surrender or deemed surrender exchanged substantially in the form of Exhibit A hereto (as applicablean “Elective Exchange Notice”), but duly executed by such Partnership Unitholder. (C) A Partnership Unitholder may specify, in any event within two Business Days after the Date of Exchange specified in such an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (xincluding as to timing) a Cash Exchange Payment by Holding in accordance with upon the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part occurrence of any Persontransaction or event, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder consummation of a number purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change of control transaction or otherwise) of shares of Class A Common Stock equal or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the number consummation thereof, shall terminate all of Class B Units and/or Class C Non-Voting Units exchangedthe exchanging Partnership Unitholder’s, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (Partnership’s and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed cancelled without any action rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the part of Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any Person, including time prior to the Corporation. If Retraction Deadline (a “Retraction Notice”) to the Corporation elects Partnership (with a copy to issue Class A Common Stock in an Exchange, the Corporation shall Company) specifying (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the CorporationA) the number of shares withdrawn Exchangeable Units and (B) the number of Class A Common Stock deliverable upon such Exchange, registered Exchangeable Units as to which the Elective Exchange Notice remains in the name effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction Elective Exchange Notice shall terminate all of the exchanging Holding Unitholder set forth in the Exchange NoticePartnership Unitholder’s, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Partnership’s and Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to ’s rights and obligations under this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchangerescinded. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon At any time following the expiration of the Lock-Up Period (and subject at all times to the Beneficial Ownership Limitation), a Holder shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event to surrender any Exchangeable Units (and a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal corresponding number of shares of Class B Common StockStock after taking into account the Exchange Rate) (in each case, free and clear of all liens, encumbrances, rights Liens) to the Company in exchange for the delivery to a Holder (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices product of the then-acting registrar and transfer agent applicable Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent Control Exchange) that coincides with a substantially concurrent public offering or private sale of the Class A Common Stock, the applicable Cash Payment; provided that PMC shall not be subject to the Lock-Up Period, and at any time PMC holds Exchangeable Units shall be entitled, upon the terms and conditions hereof and the LLC Agreement, to surrender any Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) to the Company in exchange for the delivery to a Holder (or its designee) of either, at the principal executive offices option of the Corporation, (x) the a number of shares of Class A Common Stock deliverable upon such that is equal to the product of the applicable Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, registered the applicable Cash Payment. The Corporation shall be entitled, at its election, to instead effect a direct exchange with a Holder in lieu of the exchange between the Company and a Holder described in the name preceding sentence. Any exchange of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated formExchangeable Units and/or Class B Common Stock, as may be requested by the exchanging Holding Unitholderapplicable, or (ii) if the for Class A Common Stock or the Cash Payment, as applicable, is settled through defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the facilities date hereof a Holder may Exchange Exchangeable Units and/or Class B Common Stock at any time and from time to time. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of The Depository Trust CompanyClass A Common Stock on, upon or not later than five (5) Business Days after, the written instruction relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the exchanging Holding Unitholder applicable Cash Payment. (ii) Notwithstanding anything to the contrary contained herein, a Holder shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as set forth in this Section 2.1(a), and the Corporation and the Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof) or (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which a Holder is party (including, without limitation, the LLC Agreement). Upon such determination, the Corporation or the Company (as applicable) shall notify the applicable Holder, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) Each Holder shall exercise its right to effectuate an Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, as set forth in this Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), use duly executed by such Holder, (B) any certificates in the Holder’s possession representing such Exchangeable Units, (C) any stock certificates in the Holder’s possession representing such shares of Class B Common Stock, and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from the Holder that it is unable to provide such certification. Unless the applicable Holder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(C) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by the Holder of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Holder as a holder of the Exchangeable Units and Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, the Holder (or its reasonable best efforts to deliver designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock deliverable to be received by the Holder in respect of such exchanging Holding Unitholder in Exchange. (iv) Within two (2) Business Days following the Exchange through Business Day on which the facilities of The Depository Trust Company, to Corporation and the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in have received the Exchange Notice. An Exchange pursuant , the Corporation shall give written notice (the “Contribution Notice”) to this Section 2.1(a)(ithe Company (with a copy to the Holder) of Class B Units or Class C Non-Voting Units for Class A Common Stock will its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have been effected immediately prior not elected the Cash Payment method. (v) The Holder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the close occurrence of business on any transaction or event, including the Date consummation of Exchangea purchase by another Person (whether in a tender or exchange offer, and the Holding Unitholder will be treated as an underwritten offering, a holder Change of record Control transaction or otherwise) of shares of Class A Common Stock as of the close of or any merger, consolidation or other business on such Date of Exchangecombination. (iivi) Following Notwithstanding anything herein to the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bankcontrary, the issuance Holder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. Eastern Standard Time, on the Business Day immediately prior to the Exchange Date by Holding giving written notice (a “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class C Non-Voting B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the exchange rate) as to such which the Exchange Notice remains in effect, if any, and (C) if the Holder upon exercise thereof so determines, a new Exchange Date or any other new or revised information permitted in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i)Notice.

Elective Exchanges. (i) Upon Each Company Unitholder shall be entitled at any time and from time to time, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event to surrender Company Units and a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal corresponding number of shares of Class B Common Stock) Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like) to the Company in consideration for, at exchange for the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Company Unitholder (or its designee) of a number of shares of Class A Common Stock that is equal to the product of the number of Class B Company Units and/or Class C Non-Voting surrendered multiplied by the Exchange Rate (an exchange of Company Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the for Class A Common Stock, an “Exchange”), provided that any such Exchange is for a minimum of the lesser of (A) one percent (1%) of the then outstanding Company Units and (B) all of the Company Units then held by such Company Unitholder and its affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the LLC Agreement or the Registration Rights Agreement. (ii) A Company Unitholder shall exercise its right to Exchange Company Units and a corresponding number of shares of Class B Common Stock as set forth in Section 2.1 (a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, (A) a written election of exchange in respect of the number Company Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), duly executed by such Company Unitholder, (B) any certificates representing such Company Units, (C) any stock certificates representing such shares of Class A B Common Stock deliverable upon and (D) if the Corporation or the Company requires the delivery of the certification contemplated by Section 2.4(b), such Exchange, registered certification or written notice from such Company Unitholder that it is unable to provide such certification. An Exchange pursuant to this Section 2.1(a) shall be effected on the third Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(ii) or such later date that is a Business Day specified in the name Exchange Notice (such Business Day, the “Exchange Date”). On the Exchange Date, all rights of the relevant exchanging Holding Company Unitholder as a holder of the Company Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and such Company Unitholder (or in such other name its designee) shall be treated for all purposes as is requested in writing by having become the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities record holder of The Depository Trust Company, upon the written instruction of the exchanging Holding Unitholder set forth in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such be received by the exchanging Holding Company Unitholder in the Exchange through the facilities respect of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon Subject to Section 2.1(b), and otherwise upon the terms and subject to the conditions hereof and of this the LLC Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding each Company Unitholder shall have the right from time to time (i) deliver but subject to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (andSenior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units, and, for each Company Class B UnitsUnit surrendered, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares a corresponding share of Class B Common Stock) Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the likeLLC Agreement) to the Company and to thereby cause the Company to deliver to that Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Exchange”). (ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading market in the Company's Common Stock as determined by the Board (or a committee thereof to which the Board has delegated such authority) in consideration forits sole discretion. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the option Corporation or the Company determines, after consultation with counsel, that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the Company, with such consideration a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, (A) a written election of exchange in respect of the Company Exchangeable Units to be delivered as promptly as practicable following such delivery and surrender or deemed surrender exchanged substantially in the form of Exhibit A hereto (as applicablean “ Exchange Notice ”), but in duly executed by such Company Unitholder, (B) any event within two Business Days after the Date of Exchange specified certificates in such Exchange NoticeCompany Unitholder’s possession representing such Company Exchangeable Units, (xC) a Cash Exchange Payment by Holding if applicable, any stock certificates in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and Company Unitholder’s possession representing the shares of Class B Common Stock automatically required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents or instruments as either the Company or the Corporation may reasonably require in connection with the Exchange. If any certificate referenced in clause (B) or (C) of the immediately preceding sentence is alleged to be lost, stolen or destroyed, the Company Unitholder shall furnish, in lieu thereof, an affidavit of loss and, if required by the Company or the Corporation, an indemnity in a customary amount to indemnify the Company or the Corporation, as applicable, against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate. After the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii) , the Company will effect the Exchange in accordance with its then-current policies and inform the Company Unitholder of the effective date of such Exchange (the “ Exchange Date ”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (iv) At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed cancelled concomitant with such paymentnot to have elected the Cash Settlement method. (v) Notwithstanding anything herein to the contrary, without (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any action time prior to 5:00 p.m. New York City time, on the part Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any Persontransaction or event, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder consummation of a number purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock equal or any merger, consolidation or other business combination. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Exchange Notice pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the number of Class B Units and/or Class C Non-Voting Units exchangedconsummation thereof, shall, in which event such exchanged LLC Units automatically shall be converted into an equal number either case, terminate all of Class A Units (the exchanging Company Unitholder’s, Company’s and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist)Corporation’s rights and obligations under this Section 2.1(a) arising from that particular Exchange Notice, and concomitantly with any such issuance, any exchanged Class B Common Stock automatically all actions taken to effect the Exchange contemplated by that Exchange Notice shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), in certificated or uncertificated form, as may be requested by the exchanging Holding Unitholder, or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Holding Unitholder set forth in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchangerescinded. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon From and after the First Exchange Time, the Member shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event to surrender Exchangeable Units and a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal corresponding number of shares of Class B Common Stock) Stock after taking into account the Exchange Rate (in each case, free and clear of all liens, encumbrances, rights Liens) to the Corporation in exchange for the delivery to the Member (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices product of the then-acting registrar and transfer agent applicable Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent Control Exchange) that coincides with a substantially concurrent public offering or private sale of the Class A Common Stock, the applicable Cash Payment. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time the Member may Exchange Exchangeable Units at any time and from time to time. Notwithstanding anything to the principal executive offices contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or (b)Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Payment. For the avoidance of doubt, the Company shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (ii) Notwithstanding anything to the contrary contained herein, the Member shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof) or (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the Member is party (including, without limitation, the LLC Agreement). Upon such determination, the Corporation or the Company (as applicable) shall notify the Member, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) The Member shall exercise its right to effectuate an Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, as set forth in this Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by the Member, (B) any certificates in the Member’s possession representing such Exchangeable Units, (C) any stock certificates in the Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from the Member that it is unable to provide such certification. Unless the Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by the Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, the Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) The Member may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock deliverable upon such Exchangeor any merger, registered consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary, the Member may withdraw or amend its Exchange Notice, in the name of the relevant exchanging Holding Unitholder (whole or in such other name as is requested in writing part, at any time prior to 5:00 p.m. San Diego, California time, on the Business Day immediately prior to the Exchange Date by giving written notice (a “Retraction Notice”) to the Holding UnitholderCompany (with a copy to the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in certificated or uncertificated formeffect, as may be requested by the exchanging Holding Unitholderif any, or and (iiC) if the Class A Common Stock is settled through the facilities of The Depository Trust CompanyMember so determines, upon the written instruction of the exchanging Holding Unitholder set forth a new Exchange Date or any other new or revised information permitted in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon From and after the First Exchange Time, a Holder shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event to surrender Exchangeable Units and a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal corresponding number of shares of Class B Common Stock) Stock after taking into account the Exchange Rate (in each case, free and clear of all liens, encumbrances, rights Liens) to the Company in exchange for the delivery to a Holder (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices product of the then-acting registrar and transfer agent applicable Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent Control Exchange) that coincides with a substantially concurrent public offering or private sale of the Class A Common Stock, the applicable Cash Payment. The Corporation shall be entitled, at its election, to instead effect a direct exchange with a Holder in lieu of the principal executive offices exchange between the Company and a Holder described in the preceding sentence. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Holder may Exchange Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the applicable Cash Payment. For the avoidance of doubt, the Company (or the Corporation) shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation (or the cash retained by the Corporation, in the case of a direct exchange) from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (ii) Notwithstanding anything to the contrary contained herein, a Holder shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as set forth in this Section 2.1(a), and the Corporation and the Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof) or (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which a Holder is party (including, without limitation, the LLC Agreement). Upon such determination, the Corporation or the Company (as applicable) shall notify the applicable Holder, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) Each Holder shall exercise its right to effectuate an Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, as set forth in this Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by such Holder, (B) any certificates in the Holder’s possession representing such Exchangeable Units, (C) any stock certificates in the Holder’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from the Holder that it is unable to provide such certification. Unless the applicable Holder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by the Holder of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Holder as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, the Holder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Holder in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the Holder) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) The Holder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, a Change of Control transaction or otherwise) of shares of Class A Common Stock deliverable upon such Exchangeor any merger, registered consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary, the Holder may withdraw or amend its Exchange Notice, in the name of the relevant exchanging Holding Unitholder (whole or in such other name as is requested in writing part, at any time prior to 5:00 p.m. Eastern Standard Time, on the Business Day immediately prior to the Exchange Date by giving written notice (a “Retraction Notice”) to the Holding UnitholderCompany (with a copy to the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in certificated or uncertificated formeffect, as may be requested by the exchanging Holding Unitholderif any, or and (iiC) if the Class A Common Stock is settled through the facilities of The Depository Trust CompanyHolder so determines, upon the written instruction of the exchanging Holding Unitholder set forth a new Exchange Date or any other new or revised information permitted in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).

Elective Exchanges. (i) Upon From and after the First Exchange Time, the Member shall be entitled, upon the terms and subject to the conditions of this hereof and the LLC Agreement, in the event to surrender Exchangeable Units and a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal corresponding number of shares of Class B Common Stock) Stock after taking into account the Exchange Rate (in each case, free and clear of all liens, encumbrances, rights Liens) to the Corporation in exchange for the delivery to the Member (or its designee) of first refusal and the like) in consideration foreither, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock that is equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices product of the then-acting registrar and transfer agent applicable Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent Control Exchange) that coincides with a substantially concurrent public offering or private sale of the Class A Common Stock, the applicable Cash Payment. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time the Member may Exchange Exchangeable Units at any time and from time to time. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the principal executive offices Exchange Rate) that may be exchanged by the Member shall be the lesser of (A) [●] Common Units and (B) all of the CorporationExchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) then held by the Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Payment. For the avoidance of doubt, the Company shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (ii) Notwithstanding anything to the contrary contained herein, the Member shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof) or (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the Member is party (including, without limitation, the LLC Agreement). Upon such determination, the Corporation or the Company (as applicable) shall notify the Member, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) The Member shall exercise its right to effectuate an Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, as set forth in this Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by the Member, (B) any certificates in the Member’s possession representing such Exchangeable Units, (C) any stock certificates in the Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from the Member that it is unable to provide such certification. Unless the Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by the Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, the Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) The Member may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock deliverable upon such Exchangeor any merger, registered consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary, the Member may withdraw or amend its Exchange Notice, in the name of the relevant exchanging Holding Unitholder (whole or in such other name as is requested in writing part, at any time prior to 5:00 p.m. San Diego, California time, on the Business Day immediately prior to the Exchange Date by giving written notice (a “Retraction Notice”) to the Holding UnitholderCompany (with a copy to the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in certificated or uncertificated formeffect, as may be requested by the exchanging Holding Unitholderif any, or and (iiC) if the Class A Common Stock is settled through the facilities of The Depository Trust CompanyMember so determines, upon the written instruction of the exchanging Holding Unitholder set forth a new Exchange Date or any other new or revised information permitted in the Exchange Notice, use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) of Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and the Holding Unitholder will be treated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (ii) Following the exercise of the Warrant by a Holder which is not Fifth Third Bank or an Affiliate of Fifth Third Bank, the issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Warrant and the joinder of such Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange Event in accordance with Section 2.1(a)(i).