Common use of Initial Public Offering Clause in Contracts

Initial Public Offering. (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

Initial Public Offering. (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof)limitations, in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Senior Preferred Redemption and the Junior Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 5.03 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of suchsuch Public Offering; (ii) the Common Members shall be entitled to receive that value of common stock of the corporation whose shares of common stock are being sold in connection with such Public Offering as equals the amount such Common Member would be entitled to receive, relative to the Common Units which such Member held in the Company immediately prior to such conversion or contribution, under Section 5.03 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such Public Offering; and (iii) each of the parties hereto and the Entity whose Securities will be the subject of such Initial Public Offering shall enter into, as a condition thereto, a shareholders agreement on substantially the same terms and conditions, mutatis mutandis, as set forth herein; provided further that, in connection with any such conversion or contribution, at any time and from time to time following the expiration of any lock-up period for an Initial Public Offering agreed to between the Preferred Members and the underwriters of any Initial Public Offering (but

Initial Public Offering. (a) Notwithstanding anything to the contrary contained herein but subject herein, (i) the Board of Managers deems it advisable and in the best interests of the Company that the Company be converted into a corporation pursuant to Section 4.01(dthe Plan of Conversion in substantially the same form attached hereto as Exhibit B (the “Plan”), the Certificate of Incorporation attached as an exhibit to the Plan and the Certificate of Conversion in substantially the same form attached hereto as Exhibit C (the “Certificate of Conversion”) in connection with any Initial Public Offering and in accordance with the Act, and (ii) the Members hereby consent to such conversion of the Company into a corporation in connection with any Initial Public Offering and in accordance with the Act and the Plan and authorize, approve and adopt the Plan, the Certificate of Incorporation attached as an exhibit to the Plan and the Certificate of Conversion. Notwithstanding anything to the contrary contained herein, in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this AgreementOffering, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public OfferingCompany, take such action and execute such documents as may reasonably be necessary to effect such Initial Public Offering. Either in connection with an Initial Public Offering as expeditiously as possibleor prior to the expiration of the later of (i) 180 days following the consummation of the Initial Public Offering or (ii) the expiration of any underwriter lock-up period, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Board of Managers will liquidate the Company into a corporation or and distribute to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing Members shares of such common stock of the corporate successor of the Company which effects the Initial Public Offering; provided, however, provided that (a) fifty percent (50%) of the shares of common stock held by each Member shall become eligible for sale by such Member on the date that is 180 days following the expiration of any underwriter lock-up period applicable to such Member and the remaining fifty percent (50%) of such Member’s shares shall become eligible for sale by such Member on the date that is 271 days following the expiration of such underwriter lock-up period and (b) the Members have entered into an agreement acceptable to the Company not to sell such shares of common stock except as set forth in clause (a) above or pursuant to the exercise of registration rights (as set forth in Annex A). The number of shares of common stock of the corporate successor of the Company to be received by each Member shall be determined in accordance with Section 8.03 hereof. In connection with any such conversion distribution or contribution (i) each Preferred Member in the event that the Company is converted into a corporation that effects the Initial Public Offering, the Members shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic registration rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of suchset forth on Annex A hereto.

Initial Public Offering. (a) Notwithstanding anything In the event that at any time after the date hereof, the Board of Directors determines that it shall facilitate an offering of Equity Securities in the Company or a successor through an Initial Public Offering, then the Board of Directors shall have the power to cause the Company to be reorganized as a corporation (such corporation or other issuer entity being hereinafter referred to as a “Public Vehicle”) under the General Corporation Law of the State of Delaware by incorporation, merger, conversion, contribution, formation of a corporate Subsidiary or other permissible manner (a “Conversion”), and the Members shall use their commercially reasonable efforts to effectuate such Conversion and take such actions as are reasonably necessary or desirable to complete the Initial Public Offering in a manner designed to achieve a fair price and broad public distribution of the securities being offered in the Initial Public Offering. (b) If applicable, the Members holding Units shall receive, in exchange for their Units of a particular class, shares of stock in the Public Vehicle of the relevant class having the same relative seniority, preference, accumulated dividends, dividend rate, dividend accumulation and compounding and, in the case of the Class A Units, the other characteristics of the Class A Units, voting, management and consent rights, economic interest and other rights and obligations (and in no event shall such interest, rights or obligations be less favorable to such Member than the terms of their respective Units) in the Public Vehicle as are set forth in this Agreement applicable to the contrary Units, subject to any modifications deemed appropriate by the Board of Directors as a result of the Conversion or if advisable in order to effectuate the Initial Public Offering. (c) In such event, the Public Vehicle and the Members (in their capacities as stockholders of the Public Vehicle) shall enter into a stockholders’ agreement providing for such terms and conditions as are necessary for the rights and obligations and provisions of this Agreement that survive an Initial Public Offering (and do not otherwise adversely affect the ability to effectuate the Initial Public Offering) to continue to apply to the Public Vehicle, the stockholders of the Public Vehicle and the capital stock of the Public Vehicle, including (i) an agreement to vote all shares of capital stock held by such stockholders to elect the Board of Directors of such resulting corporation in accordance with the substance of Section 6.1, and (ii) the rights and obligations of the Members contained herein but subject (which may, at the election of the holders of a Majority Class A Interest, be contained in the Public Vehicle’s certificate of incorporation). (d) Except as otherwise provided in this Section 3.8, no Member will have the right or power to veto, vote for or against, amend, modify or delay a Conversion or the Initial Public Offering. In furtherance of the foregoing, each Member hereby makes, constitutes and appoints the Company its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to act as its proxy in respect of any vote or approval of Members required to give effect to this Section 4.01(d)3.8, including any vote or approval required under the Act. The proxy granted pursuant to this Section 3.8(d) is a special proxy coupled with an interest and is irrevocable. (e) The Company and the Members hereby agree to use their commercially reasonable efforts to structure the Conversion to maximize the ability of the Members to aggregate (or “tack”) the period during which they hold their Units together with the period during which they hold shares of capital stock of the Public Vehicle for purposes of the United States securities laws, including Rule 144 under the Securities Act. (f) Each Member (including any Transferee thereof) agrees, if requested by the Company and a managing underwriter, if any, in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree and upon confirmation reasonably satisfactory to discuss in good faith whether any such Member that all officers and directors of the rights Company and obligations all holders, collectively with their Affiliates and Approved Funds, of one percent (1%) or greater of Equity Securities of the parties hereto and Company shall enter into similar agreements, thereby agreeing not to Transfer any Equity Securities of the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any held by it for one hundred eighty (180) days following the effective date of the rights set forth relevant registration statement filed under the Securities Act in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit connection with the Initial Public Offering Offering, as such managing underwriter shall specify reasonably and in good faith. Each Member shall enter into customary letter agreements to be effected in a manner consistent with applicable Lawthe foregoing effect if so, market custom requested by the Company and the recommendations of managing underwriter, if any. Notwithstanding the Global Coordinators foregoing, in light of market conditions at such time the event any Member is released by the Company and the listing requirements of managing underwriter, if any, from the exchange or market on which the Initial Public Offering is to restrictions contemplated by this Section 3.8(f), all other Members shall be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any released from such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreementrestrictions pro-rata. (bg) Notwithstanding anything to the contrary set forth in this Agreement, the restrictions contained herein but subject in this Agreement shall not apply to Section 4.01(d)Units, in connection with any Initial Public Offering other Equity Securities or any securities convertible into or exercisable or exchangeable for Units or other Equity Securities acquired by any Member, including acquired by any of their respective Affiliates or Approved Funds, following the effective date of the first registration statement of the Company covering common stock (or its successor corporationother securities) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation on behalf of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of suchan underwritten public offering.

Initial Public Offering. (a) Notwithstanding anything to In the contrary contained herein but subject to event that the Board and the holders of a majority of the Common Units then outstanding approve an Initial Public Offering as contemplated by Section 4.01(d)15.7 of the LLC Agreement, the holders of Securityholder Units shall take all necessary or desirable actions in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any consummation of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and Offering. In the recommendations of the Global Coordinators in light of market conditions at event that such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, an underwritten offering and the rights managing underwriters advise the Company in writing that in their opinion the Company's capital structure would adversely affect the marketability of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement.offering: (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock Securityholder who is a holder of units of the corporation whose shares Company's Class A Preferred Units shall consent to and vote for a recapitalization, reorganization and/or exchange of common stock are being sold the Company's Class A Preferred Units into securities or other consideration that the managing underwriters, the Board and the holders of at least a majority of the units of Class A Preferred Units then outstanding find acceptable and shall take all necessary or desirable actions in connection with such Public Offering the consummation of the recapitalization, reorganization and/or exchange; (ii) each Securityholder who is a holder of units of the Company's Class B Preferred Units shall consent to and vote for a recapitalization, reorganization and/or exchange of the Company's Class B Preferred Units into securities that the managing underwriters, the Board and the holders of at least 70% of the units of Class B Preferred Units then outstanding find acceptable and shall take all necessary or desirable actions in connection with the consummation of the recapitalization, reorganization and/or exchange; provided that each holder of Class B Preferred Units shall receive the same type of security with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect value per unit; (iii) each Securityholder who is a holder of units of the Company's Class C Preferred Units which such Preferred Member held in the Company immediately prior shall consent to such conversion or contributionand vote for a recapitalization, under Section 5.02 hereof if a liquidation reorganization and/or exchange of the Company had occurred immediately prior to Company's Class C Preferred Units into securities that the managing underwriters, the Board and the holders of a majority of the units of Class C Preferred Units then outstanding find acceptable and shall take all necessary or desirable actions in connection with the consummation of such Public Offering the recapitalization, reorganization and/or exchange; provided that each holder of Class C Preferred Units shall receive the same type of security with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation same value per unit; and (iv) each Securityholder who is a holder of units of the Company (as reasonably determined by Company's Common Units shall consent to and vote for a recapitalization, reorganization and/or exchange of the Company's Common Units into securities that the managing underwriters, the Board of Managers in good faith with and the reasonable agreement holders of a Majority in Interest majority of the Preferred Members) immediately prior to units of Common Units then outstanding find acceptable and shall take all necessary or desirable actions in connection with the consummation of suchthe recapitalization, reorganization and/or exchange; provided that each holder of Common Units shall receive the same type of security with the same value per unit.

Initial Public Offering. If at any time Members representing a Majority Interest approve, in anticipation of or otherwise in connection with an Initial Public Offering by the Company, a Successor Entity (defined below) or any Affiliate (the “IPO Entity”), (a) Notwithstanding anything a Transfer of all or substantially all of the assets or outstanding Membership Interests of the Company, directly or indirectly, to the contrary contained herein but subject to Section 4.01(da newly organized or other corporation or other business entity (a “Successor Entity”), (b) a merger or consolidation of the Company into or with a Successor Entity, (c) any other business combination, conversion, continuance, joint venture, restructuring of all or substantially all of the assets or outstanding Membership Interests of the Company with or into a Successor Entity, (d) a Successor Entity or its Affiliate effecting an Initial Public Offering through the use of an UPREIT structure or similar structure or approach to allow for the deferral of recognition of tax by the Company or the Members, including through the Transfer of Membership Interests or other securities to such Successor Entity or its Affiliate, which may include terms and conditions whereby the Membership Interests or other securities are convertible into or exchangeable for securities of the entity that effects the Initial Public Offering, or (e) any combination of the foregoing (such transactions described in clauses (a) through (e) of this Section 14.4 collectively, the “IPO Restructuring Transactions”), each Member and Permitted Transferee will consent to, vote for, and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the IPO Restructuring Transactions, and if the IPO Restructuring Transactions are structured as a sale of Membership Interests, each Member and Permitted Transferee will agree to sell and will be permitted to sell all of such Member’s and Permitted Transferee’s Membership Interest on the terms and conditions approved by the Members representing a Majority Interest. Each Member and Permitted Transferee will take all necessary or desirable actions permissible under applicable law in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any consummation of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in IPO Restructuring Transactions. In connection with any such conversion Initial Public Offering, the IPO Entity and the Members shall enter into or contribution (i) adopt a customary registration rights agreement granting to each Preferred Member shall be entitled to receive preferred stock holder of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic Membership Interests specified demand registration rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of suchand piggyback registration rights. Active 14598351.7 43

Initial Public Offering. (a) Notwithstanding anything to the contrary contained herein but in this Agreement, in the event that the Managing Member determines to effect a Qualified IPO, the Members agree to cooperate to effect such reorganization or other transaction and enter into such other agreements that the Managing Member determines are necessary or appropriate to effect such Qualified IPO, including all actions that the Managing Member determines are necessary to (i) cause the conversion of all or any portion of the Company or any Subsidiary of the Company into a corporation, by (A) the direct or indirect transfer of all of the assets of the Company, subject to the Company’s liabilities, or of any portion of such assets and liabilities, to one or more corporations in exchange for shares of any such corporations, (B) the conversion of the Company or a Subsidiary of the Company into a corporation pursuant to Section 4.01(d18-216 of the Act (or any successor section thereto) or (C) the transfer by each Member of Units held by such Member to one or more corporations in exchange for shares of any such corporation (including by merger of the Company into a corporation) or (ii) cause the Company to use any other structure or means by which to effect a Qualified IPO; provided, that, in each case the relative rights, preferences, privileges, and powers to which the Class B Members are entitled hereunder shall not be modified in a manner materially adverse to the holder thereof as compared to the rights, preferences, privileges, or powers to which such holder is entitled hereunder. In connection therewith, each Member agrees (if directed by the Managing Member) to exchange its Units for equity interests in a new holding company, or common shares of a corporation or other public vehicle (the entity used to effectuate a Qualified IPO, as designated by the Managing Member, the “IPO Entity”), which equity interests or shares shall have the relative rights, preferences, privileges, and powers to which such holder is entitled hereunder, and shall be issued to the Members in a manner which maintains the relative Percentage Interest of each such Member (such exchanged shares, “Conversion Shares”). (b) Promptly following the determination of the number of Conversion Shares to be received in respect of each Unit under Section 7.05(a) (if any), each Member shall deliver to the Company the certificates, if any, representing the Units to be converted into Conversion Shares, duly endorsed or assigned in blank or to the Company (if required by it) and stating the name or names (with address) in which certificates or certificates for the Conversion Shares, if any, are to be issued. (c) The Members shall, and hereby agree to take any and all actions deemed necessary or appropriate by the Managing Member in connection with any Initial Public Offering approved in accordance with the consummation of those actions contemplated by this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made 7.05 (subject to any time limitations (or time the terms and volume limitations in the case of Section 5.04 conditions hereof), including entering into agreements (i) providing for the exchange of Units as contemplated by Section 7.05(a) (and consents and waivers of claims in order connection therewith), (ii) containing customary lock-up and resale restrictions and (iii) to permit vote all Conversion Shares held by them to elect persons designated by the Initial Public Offering to be effected in Managing Member as the directors of the IPO Entity. In connection with a manner consistent with applicable LawQualified IPO contemplated by this Section 7.05, market custom the Company, the IPO Entity and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on applicable Members shall enter into a customary registration rights agreement, which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereofshall include customary piggyback registration rights; provided, however, that this sentence no such registration rights agreement shall not be required to include demand registration rights for any holder of Class B Units or its Affiliates. The rights and restrictions set forth in any way either Article 7 will expire immediately prior to the closing of such Qualified IPO, and the Conversion Shares issued to the Members shall be subject to (x) obligate any of the Members or the Company to agree to any amendmentapplicable restrictions under federal and state securities laws, restructuring or termination of any such rights or and (y) affect any restrictions set forth in the agreements or nullify other instruments relating to the Qualified IPO or any rights transfer, merger, consolidation or obligations other restructuring or reorganization transaction entered into in anticipation or contemplation of such Qualified IPO. For the Members avoidance of doubt, no exchange or the Company under conversion of any Unit (or any portion thereof) contemplated by this Section 7.05 shall be deemed a “Disposition” for purposes of this Agreement. (bd) Notwithstanding anything When determining what structure to implement for the contrary contained herein but subject Qualified IPO and what actions to Section 4.01(dbe undertaken to facilitate the Qualified IPO, the Managing Member shall use commercially reasonable efforts to implement a structure that the Managing Member determines in good faith to be reasonably tax-efficient for the Members and their direct and indirect equityholders (taken as a whole); provided, that, for the avoidance of doubt, no Member shall be required to make any Capital Contribution or other investment in connection with any of the foregoing (other than to exchange its Units for Conversion Shares); provided, further, that, in connection with a Qualified IPO, (x) any Initial Public Offering of amendment, modification or other changes to this Agreement or the Company Delaware Certificate and (y) any merger, recapitalization, share contributions or its successor corporation) other restructurings or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably reorganizations shall all be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to contingent on the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of suchQualified IPO.

Initial Public Offering. (a) Notwithstanding anything to In the contrary contained herein but subject to event that the Board and the holders of a majority of the Common Units then outstanding approve an Initial Public Offering as contemplated by Section 4.01(d)15.7 of the LLC Agreement, the holders of Securityholder Units shall take all necessary or desirable actions in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any consummation of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and Offering. In the recommendations of the Global Coordinators in light of market conditions at event that such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, an underwritten offering and the rights managing underwriters advise the Company in writing that in their opinion the Company’s capital structure would adversely affect the marketability of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement.offering: (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock Securityholder who is a holder of units of the corporation whose shares Company’s Class A Preferred Units shall consent to and vote for a recapitalization, reorganization and/or exchange of common stock are being sold the Company’s Class A Preferred Units into securities or other consideration that the managing underwriters, the Board and the holders of at least a majority of the units of Class A Preferred Units then outstanding find acceptable and shall take all necessary or desirable actions in connection with such Public Offering the consummation of the recapitalization, reorganization and/or exchange; (ii) each Securityholder who is a holder of units of the Company’s Class B Preferred Units shall consent to and vote for a recapitalization, reorganization and/or exchange of the Company’s Class B Preferred Units into securities that the managing underwriters, the Board and the holders of at least 70% of the units of Class B Preferred Units then outstanding find acceptable and shall take all necessary or desirable actions in connection with the consummation of the recapitalization, reorganization and/or exchange; provided that each holder of Class B Preferred Units shall receive the same type of security with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect value per unit; (iii) each Securityholder who is a holder of units of the Company’s Class C Preferred Units which such Preferred Member held in the Company immediately prior shall consent to such conversion or contributionand vote for a recapitalization, under Section 5.02 hereof if a liquidation reorganization and/or exchange of the Company had occurred immediately prior to Company’s Class C Preferred Units into securities that the managing underwriters, the Board and the holders of a majority of the units of Class C Preferred Units then outstanding find acceptable and shall take all necessary or desirable actions in connection with the consummation of such Public Offering the recapitalization, reorganization and/or exchange; provided that each holder of Class C Preferred Units shall receive the same type of security with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation same value per unit; and (iv) each Securityholder who is a holder of units of the Company (as reasonably determined by Company’s Common Units shall consent to and vote for a recapitalization, reorganization and/or exchange of the Company’s Common Units into securities that the managing underwriters, the Board of Managers in good faith with and the reasonable agreement holders of a Majority in Interest majority of the Preferred Members) immediately prior to units of Common Units then outstanding find acceptable and shall take all necessary or desirable actions in connection with the consummation of suchthe recapitalization, reorganization and/or exchange; provided that each holder of Common Units shall receive the same type of security with the same value per unit.

Initial Public Offering. (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section Sections 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof)limitations, in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Senior Preferred Redemption and the Junior Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering Offering, as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution contribution, (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 5.03 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such Public Offering; (ii) the Common Members shall be entitled to receive that value of common stock of the corporation whose shares of common stock are being sold in connection with such Public Offering as equals the amount such Common Member would be entitled to receive, relative to the Common Units which such Member held in the Company immediately prior to such conversion or contribution, under Section 5.03 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

Initial Public Offering. At any time upon the determination of the Board that an Initial Public Offering is in the best interests of the Company and the Members, and upon approval by a Supermajority Vote of the Board if such Initial Public Offering does not constitute a Qualified Public Offering, subject to applicable Law and receipt of applicable regulatory approvals, either (a) the Company shall be required to contribute all or a specified portion of the assets of the Company to a corporation newly formed under the Laws of the State of Delaware (the “New Company”), or (b) the Members shall be required to contribute their Interests to the New Company, in each case in exchange for shares of the New Company’s stock having substantially the same equity interests and voting rights as the Interests being contributed (“New Company Shares”), and the Company shall cause the New Company to file and use its best efforts to have declared effective a registration statement under the Securities Act for an Initial Public Offering, and to cause the New Company and its officers and employees to use their best efforts to market the New Company Shares, subject to all applicable Securities Act restrictions. To the extent required by the underwriters managing a registered public offering of the New Company Shares, each Member agrees to complete and execute all customary questionnaires and similar documents so required under the terms of such underwriting agreements. Upon the consummation of an Initial Public Offering, Section 8.1(d), this Article XI, Schedule 8.1(i)(v), and such other provisions as the Board may determine, including this Agreement in its entirety, shall terminate automatically and be of no further force and effect. Notwithstanding anything to the contrary contained herein but subject herein, as a condition to Section 4.01(d), in connection with any an Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company or any successor thereto shall enter into a corporation or to contribute its respective Securities to a newly formed corporationregistration rights agreement, in each case substantially concurrently with the closing of such Public Offering; providedupon commercially reasonable terms, however, that in connection with any Member requesting such conversion or contribution agreement with respect to the registration of its Equity Securities with customary terms and conditions and in form and substance reasonably satisfactory to the Board and such Member; provided that such registration rights agreement shall include (i) each Preferred Member shall be entitled demand registration rights that apply (A) equally to receive preferred stock of the corporation whose shares of all Members, (B) only after an Initial Public Offering, and (C) subject to customary minimum thresholds and (ii) piggyback registration rights for all Members on a pro rata basis in proportion with their relative common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of suchinterests.‌

Initial Public Offering. (a) Notwithstanding anything As a material part of the consideration for Legacy entering into this Agreement, subject to the contrary contained herein but subject terms and conditions of this Article 11, Legacy shall have the right and option to Section 4.01(dreorganize the Company as a "C" corporation, a Real Estate Investment Trust or other entity suitable for a public offering (the "Corporation") and in conjunction therewith, offer a significant portion of the initial issuance of the common stock of the Corporation for sale to the general public ("Initial Public Offering"), in . In connection with the foregoing, Legacy may, at any time, exercise its rights with respect to the Initial Public Offering approved in accordance with this Agreement, and shall determine the Members hereby agree to discuss in good faith whether any terms and conditions of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminatedInitial Public Offering, including, without limitation: (i) the timing for the Initial Public Offering, whether any (ii) the valuation of the Corporation, (iii) the authorized number of shares of common stock of the Corporation constituting the Initial Authorized Issuance, (iv) the offering price of the individual shares of common stock of the Corporation, and (v) other related terms and conditions with respect to the Initial Public Offering. Notwithstanding the foregoing, in connection with Legacy's determination and approval of the terms and conditions of the Initial Public Offering, all of the Members acknowledge and agree that such terms and conditions will be based on a variety of factors, many of which are outside the control of the Company, the Managers and/or the Members. In connection with the foregoing, in making its determination as to the terms and conditions of the Initial Public Offering, Legacy hereby agrees that such terms and conditions shall be commercially reasonable and, in connection therewith, Legacy hereby agrees to and shall in good faith carefully consider and take into account the strategies, recommendations, and advice given to Legacy by all underwriters, legal counsel, accountants, financial advisors, and other professionals retained by Legacy in connection with such Initial Public Offering. In conjunction with the exercise by Legacy of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject granted to any time limitations (or time Legacy pursuant to this Article 11, G II hereby agrees to execute all documents and volume limitations in undertake all steps necessary to complete the case reorganization of Section 5.04 hereof), in order the Company and to permit accomplish the Initial Public Offering in accordance with the terms and conditions of this Article 11. Legacy may exercise its election to be effected in a manner consistent proceed with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is by delivering written notice to be effectedthe Mangers and to G II of such election pursuant to this Section 11.1 ("Legacy's Notice"). Within thirty (30) calendar days following the date of Legacy's Notice, taking into account, among other things, or as soon as commercially reasonable thereafter the rights Mangers and the Members shall complete the reorganization of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in Company. In connection with any Initial Public Offering the reorganization of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such subsequent Initial Public Offering, take such action and execute such documents as may reasonably be necessary subject to effect such Public Offering as expeditiously as possiblethe approval of Legacy, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with Corporation shall authorize the closing number of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection of the Corporation to be issued with such Public Offering with respect to: (i) the same economic rights initial issuance of the shares of the common stock of the Corporation to be issued as such Preferred Member was entitled to prior to such conversion or contributionpart of the formation, including with an aggregate liquidation preference equal reorganization and capitalization of the Corporation, which shares shall be issued to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation former Members of the Company had occurred immediately prior pursuant to Section 11.2 hereof ("Initial Authorized Issuance"); and (ii) the subsequent issuance of the shares of the common stock of the Corporation required for, and subject to, the authorized plan for the Initial Public Offering established pursuant to this Section 11. Following the satisfaction of the terms and conditions of Section 11.2 hereof, the Company shall prepare and process the appropriate applications, registrations and other documents, agreements and instruments necessary to secure approval for the Initial Public Offering, and commence to offer such shares for sale to the consummation of such Public Offering with the proceeds in such liquidation equal in amount general public pursuant to the implied aggregate equity valuation of authorized plan for the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of suchInitial Public Offering.

Initial Public Offering. (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section Sections 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution contribution, (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of suchsuch Public Offering; (ii) the Common Members shall be entitled to receive that value of common stock of the corporation whose shares of common stock are being sold in connection with such Public Offering as equals the amount such Common Member would be entitled to receive, relative to the Common Units which such Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such Public Offering; and (iii) each of the parties hereto and the Entity whose Securities will be the subject of such Initial Public Offering shall enter into, as a condition thereto, a shareholders agreement on substantially the same terms and conditions, mutatis mutandis, as set forth herein; provided further, that in connection with any such conversion or contribution, at any time and from time to time following the expiration of any lock-up period for an Initial Public Offering agreed between the Preferred Members and the underwriters of any Initial Public Offering (but in no event more than 180 days after the consummation thereof), (A) with respect to the FRBNY Member, for as long as the FRBNY Member owns any Preferred Units, the FRBNY Member shall, at any time (i) during the Initial Period, upon prior consultation with, and during the 12-