Common use of Initial Public Offering Clause in Contracts

Initial Public Offering. Notwithstanding anything to the contrary contained herein, in connection with any Initial Public Offering, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Company, 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 or 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, the Board of Managers will liquidate the Company and distribute to the Members shares of common stock of STR or such other corporation owned by the Company which effects the Initial Public Offering; 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 STR or such other corporation to be received by each Member shall be determined in accordance with Section 9.03 hereof. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public Offering, the Members shall be entitled to the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Initial Public Offering. Notwithstanding anything The Members agree that upon the vote of ----------------------- at least seventy-five percent (75%) of the Members and, subject to compliance with applicable laws, the contrary contained herein, Company shall roll up to a "C" corporation (the "C" Corporation) in connection with any an initial public offering of such "C" Corporation, which is (a) pursuant to a firm underwriting commitment by a reputable investment banker, (b) has a pre-offering valuation of at least $150 million, and (c) results in the "C" Corporation's securities being listed on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System (herein an "Initial Public Offering, and upon the request of the Board of Managers, each "). Each of the Members hereby agrees that it willto cooperate in connection with the contribution of their membership interests in the Company to a such newly formed C-Corporation, at with each existing Member to receive the expense common stock of the "C" Corporation in proportion to its capital account balance in the Company as of the date of the incorporation after revaluing such Member's capital account in accordance with Treasury Regulations and Section 11(b) to reflect the fair market value of the Company, take such action and execute such documents 's assets as may reasonably be necessary to effect such Initial Public Offering. Either in connection with an Initial Public Offering or prior to the expiration of the later date of (i) 180 days following incorporation. As of the consummation date of incorporation, the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933, as amended, other than the Initial Public Offering or and subject to pro rata cut-backs at the underwriter's discretion. If Univision is a Class A Member and the Managing Members both consent to a proposed Initial Public Offering, Univision agrees to consent to such Initial Public Offering if (i) three (3) years from the execution of this Agreement shall have expired; (ii) the expiration of any underwriter lock-up period, the Board of Managers will liquidate the Company and distribute to the Members shares of common stock of STR or such other corporation owned by the Company which effects the Initial Public Offering; provided that (a) fifty no more than five percent (505%) of the shares of common stock held to be sold in such offering may be purchased 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 a single Person, and the remaining fifty (iii) no more than thirty percent (5030%) 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 will be sold 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 STR or such other corporation to be received by each Member shall be determined in accordance with Section 9.03 hereof. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public Offering, the Members shall be entitled to the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Initial Public Offering. Notwithstanding anything In the event that Terrapin consummates an initial public offering in which Terrapin receives net proceeds of not less than Ten Million United States Dollars (US$10,000,000) at a per share price of not less than ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Cents (US$1.25) (the "IPO"), Sanwa and Terrapin agree that, upon written request of Terrapin, Sanwa shall purchase and Terrapin shall issue and sell Three Million United States Dollars (US$3,000,000) worth of Terrapin common stock ("Additional Shares") in a separate private placement, but at a price per share equal to the contrary contained hereinprice paid by investors in the IPO. The obligation set forth in this Section 5.2.2 shall continue for a period of three (3) years following the Effective Date, in connection with notwithstanding any Initial Public Offering, and upon the request termination of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Company, 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 or this Agreement prior to the expiration of such period, unless such termination occurs as a result of Terrapin's material breach under Section 9.2. The agreement or agreements pursuant to which Terrapin shall sell and Sanwa shall purchase the later of Additional Shares shall (i) 180 provide that the closing of the sale of the Additional Shares shall occur on the second business day following the closing of the sale of shares in the IPO, (ii) contain a lock-up covenant ("Lock-up") substantially the same as Section 7.1 of the Stock Purchase Agreement, (iii) contain a demand registration right ("Demand Right") substantially the same as Section 1.2 of the Sixth Amended and Restated Investor Rights Agreement attached as Exhibit C1 to the Stock Purchase Agreement ("Investor Rights Agreement"), except that (A) such Sanwa provision shall be modified to reflect the fact that Sanwa will be the only "Holder", as such term is used therein, (B) only one (1) registration may be effected thereunder, (C) the Demand Right may be exercised by Sanwa in its sole discretion at any time after one hundred eighty (180) days following the consummation date of closing of the Initial Public Offering or IPO, subject to the Lock-up, (iiD) the expiration of any underwriter lock-up period, the Board of Managers will liquidate the Company and distribute to the Members shares of common stock of STR or such other corporation owned by the Company which effects the Initial Public Offering; provided that (a) fifty percent (50%) of the shares of common stock held by each Member Demand Right shall become eligible for sale by such Member expire on the date that which is 180 days the earlier of (1) the one hundred eighty-first (181) day following the expiration of any underwriter lockdate the Lock-up period applicable to such Member and shall expire or (2) the remaining fifty percent (50%) day Sanwa could sell within six months of such Member’s shares shall become eligible for sale date all the Additional Shares then held by such Member on the date that is 271 days following the expiration of such underwriter lock-up period Sanwa pursuant to Rule 144 and (bE) the Members have entered into an agreement acceptable to Company shall bear all Registration Expenses but no Selling Expenses, as such terms are defined in Section 1.1 of the Company not to sell such shares of common stock except as set forth Investor Rights Agreement, in clause (a) above or connection with the registration effected pursuant to the exercise Demand Right upon terms substantially the same as Section 1.4 of registration rights the Investor Rights Agreement and (as set forth in Annex A). The number of shares of common stock of STR or such other corporation to be received by each Member shall be determined in accordance with Section 9.03 hereof. In connection with any such distribution or iv) provide that Sanwa may rely on the statements contained in the event prospectus distributed to investors in the IPO as if the statements contained therein were made directly to Sanwa and that the Company is converted into a corporation that effects the Initial Public Offering, the Members Sanwa shall be entitled to all rights and remedies that an investor in the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANKIPO would have under applicable laws.]

Initial Public Offering. Notwithstanding anything (i) During the period beginning on the fourth (4th) anniversary of the date of this Agreement and ending on the seventh (7th) anniversary of the date of this Agreement, if the Named Executive Members and (ii) on and after the seventh (7th) anniversary of this Agreement, if the Sponsor Member provides Station with written notice of its desire to pursue an Initial Public Offering, each Equityholder shall support and do all things within its power to approve, and to cause the Board of Directors to approve, the Initial Public Offering. The Board of Directors and the officers of Station shall be responsible for all aspects of the Initial Public Offering. Upon the consummation of an Initial Public Offering, Sections 2.1, 3.5.1, 3.5.2 and 3.5.3 hereof shall no longer be applicable; provided, that if such Initial Public Offering is consummated by a Subsidiary of Station or successor thereof (including Newco) in accordance with this Agreement, (i) the governance structure set forth in Article 2 hereof shall continue to be applicable to Station, (ii) a Class A Member shall have the right, exercisable at any time and from time to time at such Member’s discretion, to exchange Class A Units of FCP or ▇▇▇▇▇▇▇▇ Partners for shares of common stock of such Subsidiary or successor, and (iii) the Board of Directors, including a Supermajority of the Board of Directors, if required, and the Equityholders hereby agree to take such other actions, including amendments to this Agreement, as may be reasonably required in connection with such Initial Public Offering to give effect to the contrary relative rights and obligations of the Equityholders contained herein, which remain in connection with effect following an Initial Public Offering. (b) The Equityholders acknowledge and agree that in the event of any Initial Public Offering, the Units of FCP and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Company, take such action ▇▇▇▇▇▇▇▇ Partners shall be converted into cash and execute such documents as may reasonably be necessary to effect such Initial Public Offering. Either in connection with an Initial Public Offering or 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, the Board of Managers will liquidate the Company and distribute to the Members shares of common stock of STR or such other corporation owned by the Company which effects the Initial Public Offering; 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 STR or such other corporation to be received by each Member shall be determined Newco in accordance with Section 9.03 hereofthe terms of the FCP Operating Agreement and the ▇▇▇▇▇▇▇▇ Partners Operating Agreement. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public OfferingFurther, the Members Equityholders acknowledge and agree that no public offering of the Units of FCP, ▇▇▇▇▇▇▇▇ Partners or their respective corporate successors shall be entitled to the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANKeffected.]

Initial Public Offering. Notwithstanding anything Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the contrary contained hereinUnderwriting Agreement (the “Underwriting Agreement”) entered into by and among Minority Equality Opportunities Acquisition Inc., in connection with any Initial a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and upon one redeemable warrant. Each warrant (a “Warrant”) entitles the request holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Board Public Offering pursuant to a registration statement on Form S-1 (File No. 333-258241) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof. In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of Managerswhich are hereby acknowledged, each of Minority Equality Opportunities Acquisition Sponsor, LLC (the Members hereby agrees that it will“Sponsor”) and the undersigned individuals, at the expense each of whom is a member of the Company’s board of directors and/or management team (each, take such action an “Insider” and execute such documents as may reasonably be necessary to effect such Initial Public Offering. Either in connection with an Initial Public Offering or 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 periodcollectively, the Board of Managers will liquidate “Insiders”), ▇▇▇▇▇▇ agrees with the Company and distribute to the Members shares of common stock of STR or such other corporation owned by the Company which effects the Initial Public Offering; 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 STR or such other corporation to be received by each Member shall be determined in accordance with Section 9.03 hereof. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public Offering, the Members shall be entitled to the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]follows:

Initial Public Offering. (a) The Company and the Members acknowledge and agree that at any time, subject to the provisions of Section 9.1.11, the Board may request (or any of its Subsidiaries if approved by the Board), or the WP Member pursuant to Section 7.6 and 7.7 may require, that the Company initiate an Initial Public Offering. The Company and the Members shall be deemed to have approved any Initial Public Offering initiated in accordance with the prior sentence and the process related thereto, which Initial Public Offering shall be effected in accordance with this Section 10.6. Subject to Section 9.1.11, the Company and each of the Members shall take all reasonable actions (i) to cause the Issuer to file a registration statement on Form S-1 to effect an Initial Public Offering (or to consummate a similar initial public offering pursuant to a comparable process under applicable foreign securities laws) and (ii) in connection with the consummation of any Reorganization and the Initial Public Offering as the Board so requests, including (x) the approval of a merger or conversion of the Company or one or more of its Subsidiaries with and into a corporation or other entity, (y) the execution of applicable customary holdback and underwriting agreements, and (z) compliance with the requirements of all laws, exchanges and other regulatory and self-regulatory organizations that are applicable to, or have jurisdiction over, such Initial Public Offering. (b) Any Initial Public Offering relating to the Company or its Subsidiaries may be effected at the Company level or at the level of a Subsidiary of the Company (the applicable entity, including any successor entity to the Company or any Subsidiary thereof, the “Issuer”). In connection with an Initial Public Offering approved in accordance with the terms of this Agreement, the Board may approve a reorganization of the Company or any of its Subsidiaries, whether involving a merger, contribution of equity securities, share exchange or otherwise (a “Reorganization”). Pursuant to such Reorganization, if so determined by the Board, the Members shall receive common stock of the Issuer in exchange for the Equity Securities of the Company then held by the Members. Notwithstanding anything to the contrary contained herein, in connection with any an Initial Public Offering, and upon the request Board may cause the Company implement an “Up-C Structure” in which the business of the Company is continued to be conducted by the Company as a limited liability company with the Issuer being admitted as the manager or any similar structure, including by causing any direct or indirect holder of interests in the Founder Member that is taxable as a corporation for U.S. federal income tax purposes to be the Issuer (the “Up-C Structure”). Any amount paid by the Issuer under a tax receivables or similar agreement in connection with the Up-C Structure shall be shared among the Members based on a pro rata utilization of the tax benefits provided to the Issuer by the Members. Notwithstanding the foregoing, at any time that the Board of Managersdetermines to effect a Reorganization or implement an Up-C Structure pursuant to this Section 10.6(b), each Member shall be entitled to exchange its Units for securities of the Issuer which reflect and are consistent with the terms of the Units as in effect immediately prior to such Reorganization or implementation of Up-C Structure with respect to seniority, preference, economic interest, board rights, approval rights and other rights and obligations. (c) Until immediately prior to the consummation of the Initial Public Offering, all of the rights of the Members hereby agrees that it willunder this Agreement and in connection with any Reorganization shall be preserved (either by entering into a shareholders agreement with the Registered Entity, at keeping this Agreement in effect, including corresponding provisions in the expense Registered Entity’s certificate of incorporation or other organizational documents or otherwise). Following the Company, take such action and execute such documents as may reasonably be necessary to effect such Initial Public Offering, all of the rights of such Members under this Agreement and in connection with any Reorganization that do not terminate by their terms prior to or concurrent with consummation of the Initial Public Offering shall be preserved as nearly as practicable for a publicly traded company (by entering into a new shareholder agreement with the Registered Entity including corresponding provisions in the Registered Entity’s certificate of incorporation or other organizational documents or otherwise). (d) In connection with an Initial Public Offering, the Company or its successor entity (the “Registering Entity”) will enter into a registration rights agreement in the form of Exhibit D attached hereto. Either The Members hereby agree that, during the period of duration (up to, but not exceeding, 180 days) specified by the Issuer and the underwriter of equity securities of the Issuer, following the date of the final prospectus (or comparable document under applicable foreign securities laws) distributed in connection with an Initial Public Offering or prior Offering, no Member shall, to the expiration extent requested by the Issuer and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including any short sale or other hedging transaction), pledge, grant any option to purchase or otherwise Transfer any equity securities held by such Member at any time during such period except for such equity securities as shall be included in such registration. If requested by the underwriter, each Member shall execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of the later of this Section 10.6(d). (e) From and after one hundred eighty (180) days following such Initial Public Offering, WP Member shall be entitled to (i) 180 days following the consummation of the Initial Public Offering make a demand registration at any time (but no more than twice in any calendar year) on Form S-1 (or a successor form) or other similar long-form registration statement, and (ii) customary piggyback registration rights on all demand registrations and the expiration of any underwriter lock-up periodRegistering Entity registrations (including “shelf” registration, the Board of Managers will liquidate the Company and distribute to the Members shares of common stock of STR or such other corporation owned by the Company which effects but excluding the Initial Public Offering; ), provided that (a) fifty percent (50%) of that, any block trade to be made by the shares of common stock held by each WP Member shall become eligible for sale by such Member on the date that is 180 days following the expiration not be subject to any piggyback registration rights of any underwriter lock-up period applicable to such Member and other party. In the remaining fifty percent (50%) of such Member’s shares shall become eligible for sale by such Member on event that 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 STR or such other corporation securities requested to be received by each Member shall included in a demand registration exceeds the number of shares of securities that can be determined sold in accordance with Section 9.03 hereof. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public Offeringoffering, the Members WP Member shall be entitled to participate first over any other equityholders of the Registering Entity to be included in such registration rights set forth and shall not be subject to any pro rata cutbacks based on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANKownership percentage.]

Initial Public Offering. 7.1 No later than 48 (forty eight) months from the Closing Date, the Company shall, and the Founders shall cause the Company to, commence preparations for undertaking an IPO of Equity Shares of the Company. On or prior to the expiry of 60 (sixty) months from the Closing Date or such other extended time period as agreed to mutually between the Founders and the Investors (“IPO Due Date”), the Company and the Founders shall cause the Company to undertake an IPO, on best efforts basis, and list the Equity Shares of the Company, on a recognised stock exchange as may be mutually acceptable to the Investors. 7.2 The IPO shall be undertaken by the Company in compliance with all applicable Laws. All Parties herein shall take all reasonable steps and extend all necessary cooperation to the lead managers, underwriters, and other advisors as may be required for undertaking the IPO, including to obtain all relevant approvals which are necessary for the IPO. 7.3 The IPO shall be managed by a reputed investment banking firm of recognized high standing in the market in which the Equity Shares of the Company are to be offered, which investment banking firm is mutually acceptable to the Nadathur Group, the New Investor 1, each New Investor 2 and the Founders. Further, the Company may appoint a merchant banker registered with the Securities and Exchange Board of India for the purposes of evaluating the IPO (“Merchant Banker”). 7.4 In relation to the IPO, subject to Clause 3 (Reserved Matters), the following matters shall be determined by the Board, after taking into consideration the advice of the Merchant Banker, and the Parties hereby agree that this decision of the Board shall be final and binding on all the Parties: 7.4.1 the method of listing the Equity Shares; 7.4.2 the timing of the IPO; 7.4.3 the offer price per Equity Share; 7.4.4 the size of the IPO; 7.4.5 the appointment of merchant bankers, lead managers, registrars, financial advisors, issue managers, underwriters and legal counsels; and 7.4.6 the stock exchanges on which the Equity Shares are to be listed. 7.5 Notwithstanding anything to the contrary contained hereinin Clause 7, in order to facilitate the undertaking of an IPO by the Company, the Investors hereby agree that any action in relation to the consummation of an IPO by the Company will not be subject to the Investors’ prior consent if such IPO satisfies each of the following conditions (“Minimum IPO Standards”): 7.5.1 the pre-money valuation at which the IPO takes place is at least 2x of US$ 582,000,000 (United States Dollar Five Hundred and Eighty Two Million); 7.5.2 where upon consummation of such IPO, the minimum net proceeds to the Company from the IPO is USD 100,000,000 (United States Dollar One Hundred Million); and 7.5.3 the IPO shall be completed anytime before the IPO Due Date. Provided that if at any time prior filing the red ▇▇▇▇▇▇▇ prospectus (“RHP”), if any of Investor (acting reasonably) considers that the Minimum IPO Standards are not likely to be met, the Company shall, based on the request of such Investor, and the Founders shall cause the Company to seek the prior written consent of the Investors before proceeding to file the RHP as if it were a Reserved Matter. 7.6 Notwithstanding anything contained in Clause 7.4 above, but subject to Clause 7.7, an IPO undertaken by the Company under this Clause 7 may include an Offer for Sale component, where the number of Equity Shares to be offered by way of Offer for Sale as well as the identity of the Shareholders selling them, shall, subject to compliance with applicable Laws, be decided by the Company on the basis of the advice of the Merchant Banker, and in consultation with the Nadathur Group, the New Investor 1, each New Investor 2, and all the Founders. 7.7 The Investors shall have the right, but not the obligation, to offer, in an Offer for Sale, all or any of their respective Equity Shares in priority to the Founders, on the same terms and conditions as the primary shares offered to the public by the Company. Where the Offer for Sale component of the IPO, decided as per Clause 7.6 above is lesser than the total shareholding of the Investors taken collectively (“OFS Component”), then the OFS Component shall be contributed in the following manner: (i) 40% (forty percent) of the OFS Component comprises the Equity Shares held by the New Investor 1, its Affiliates and Persons to whom New Investor 1 has Transferred Equity Securities in accordance with this Agreement; (ii) 20% (twenty percent) of the OFS Component comprises the Equity Shares held by each New Investor 2, its Affiliates and Persons to whom New Investor 2 has Transferred Equity Securities in accordance with this Agreement (iii) 30% (thirty percent) of the OFS Component comprises the Equity Shares held by the Nadathur Group and its Affiliates and Persons to whom the Nadathur Group has Transferred Equity Securities in accordance with this Agreement; and (iv) 10% (ten percent) of the OFS Component comprises the Equity Shares held by the Founders, the other employee shareholders of the Company and the Persons to whom such Founders or other employee shareholders have Transferred Equity Securities in accordance with this Agreement in a manner proportionate to the inter-se equity shareholding of the Founders and such other employee shareholders of the Company (on a Fully Diluted Basis) and such Persons to whom such Founders or other employee shareholders have Transferred Equity Securities in accordance with this Agreement; provided that the Founders shall be entitled to participate in the OFS Component only after having satisfied any shareholding lock-in or Encumbrance requirements under applicable Laws. In the event of any Transfer of Equity Securities by an Investor or a Founder to an Eligible Third Party in accordance with and subject to the provisions of this Agreement, each Investor or Founder may at its sole discretion, have the right (but not the obligation) to transfer its right to offer Equity Shares in the OFS Component up to its entitlement pursuant to this Clause 7.7, wholly or partially, to such Eligible Third Party; provided that such Eligible Third Party shall be regarded as a single block with the transferring Investor or Founder for the purposes of determining the OFS Component entitlement pursuant to this Clause 7.7 and the OFS Component of each of the Investors and the Founders along with other employee shareholders shall be in accordance with the provisions of Clause 7.7. 7.8 Unless required otherwise by applicable Law: (a) the Investors shall not be considered, or named as (whether in the offer documents, or any other document), “promoters” or part of the “promoter group” of the Company including with respect to any IPO; and (b) if any of the Shares are required to be locked-in or are required to be subject to any Encumbrance as applicable to ‘promoters’, the Founders alone shall be responsible for meeting such lock-in and/or Encumbrance requirements. 7.9 The Investors shall not be required to give any representation, warranty or indemnity in connection with the IPO, other than in case of an Offer for Sale of any Initial Public OfferingEquity Shares held by the Investors, where the Investors agree to provide such customary title, authority and capacity related representations and warranties that may be required to be provided by each of them if required pursuant to applicable Law. 7.10 The Company, subject to Clause 3 (Reserved Matters), and upon Shareholders undertake to do the request following, in the connection with an IPO: 7.10.1 Undertake to exercise their voting rights (at the Shareholder or Board level) to cause the Board to take all steps necessary for the Company to undertake an IPO, including giving effect to the decision taken as per Clause 7.4 above. 7.10.2 Ensure that the total offer of Equity Shares to the public shall constitute not less than such percentage (as prescribed under the applicable Law) of the Board of Managers, each total post issue paid-up share capital of the Members hereby agrees that it will, at Company to comply with the expense listing requirements of the Company, take such action concerned stock exchanges and execute such documents as may reasonably be the concerned regulatory authority. 7.10.3 Provide all material information that is necessary to effect such Initial Public Offering. Either file the prospectus and other documents in relation to the IPO, and ensure compliance with all Laws including the Act, the SEBI Regulations etc. 7.10.4 All expenses in connection with an Initial Public Offering IPO shall be borne by the Company. However, where an IPO involves an Offer for Sale by any of the Shareholders, then the commissions including commission payable to the IPO investment banks, brokers and underwriters with respect to the secondary sale component of the IPO shall be borne by the selling Shareholders, pro rata to the number of Equity Shares being sold by them in the offering, and all other expenses relating to the IPO shall be borne by the Company. 7.10.5 Notwithstanding anything provided elsewhere in this Agreement, in the event that: a) a draft red ▇▇▇▇▇▇▇ prospectus (“DRHP”) which, prior to such filing, has necessitated the alteration of the Equity Securities held by the Investors and/or their respective Affiliates and/or the rights of the Investors and/or their respective Affiliates under this Agreement, as the case may be (such alterations being, collectively, the “Conforming of Rights”); and b) within 9 (nine) months of the filing of the DRHP (the “Listing Cut-off Date”), the IPO does not complete such that the entire issued, paid-up and subscribed Share Capital is not admitted to trading on a recognized stock exchange as determined as per the provisions of this Agreement; then the rights of the Investors under this Agreement or any Transaction Document immediately prior to the expiration Conforming of Rights shall be deemed to be reinstated and the Founders shall and shall ensure that the Company undertakes all necessary actions as may be required by the Investors to ensure such reinstatement of rights. The Founders undertake and covenant to the Investors that they shall, in good faith, within 10 (ten) Business Days of the later Listing Cut-off Date (if the IPO has not closed by that date) or, if earlier, from the date on which the IPO process is cancelled or discontinued or postponed, take all such actions as may be required by the Investor to reinstate such rights, including causing the alteration of the Articles to include the rights of the Investors immediately prior to the Conforming of Rights and entering into arrangements necessary in this regard. 7.11 Upon expiry of IPO Due Date and until completion of a period of 18 (eighteen) months thereafter (“Extended Exit Date”), the Company shall while continuing its efforts to undertake IPO in terms of this Clause 7 shall also simultaneously endeavour on best effort basis to provide an exit to the Investors by finding an Eligible Third Party for the purchase of the Equity Securities held by each of the Investors (“Third Party Sale”), on such terms and conditions as may be acceptable to the relevant Investor. The provisions of Clause 4.4 shall not apply to any Transfer of Equity Securities by the Investor pursuant to this Clause 7.11. The Company and the Founders shall cooperate in good faith with, and provide support to, the Investors in connection with such Third Party Sale, including procuring that the Company appoints a reputable third party investment banking firm (which shall be subject to approval by the applicable Investors) and shall cooperate with such investment banking firm and provide such information to such investment banking firm as may be determined necessary or advisable by the applicable Investors in connection with the Third Party Sale. To facilitate the Third Party Sale, in relation to the Company and its subsidiaries, the Company shall provide to the Eligible Third Party: (i) 180 days following customary market standard business and tax related representations, warranties covenants and indemnities, that may be required for facilitating such sale/exit for the consummation of the Initial Public Offering or Investor; and (ii) subject to the expiration proposed Eligible Third Party executing appropriate confidentiality and non-disclosure agreements with the Investor and the Company, access to information, records and sites of any underwriter lock-up period, the Board of Managers will liquidate the Company and distribute its subsidiaries to enable the Members shares of common stock of STR or such other corporation owned by proposed Eligible Third Party to conduct its due diligence on the Company which effects and its subsidiaries (collectively referred to as the Initial Public Offering; 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“Customary Exit Support”). The number of shares of common stock of STR or such other corporation to be received by each Member shall be determined in accordance with Section 9.03 hereof. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public Offering, the Members shall be entitled to the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Initial Public Offering. Notwithstanding anything to the contrary contained herein, in connection with any Initial Public Offering, and upon (a) At the request of the Board Investors holding shares of ManagersSeries C Preferred Stock (the “Series C Investors”), each of in the Members hereby agrees that it will, event the Company proposes to sell its Common Stock at its initial firm commitment underwritten public offering pursuant to a Registration Statement under the expense of Securities Act (the Company, 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 or 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“IPO”), the Board of Managers will liquidate the Company and distribute shall use its reasonable commercial best efforts to the Members offer to sell to each Series C Investor then holding at least three hundred forty-three thousand seventy-nine (343,079) shares of common stock Registrable Securities its Pro Rata Portion (as defined below) of STR or such other corporation owned by the Company which effects the Initial Public Offering; provided that (a) fifty not less than ten percent (5010%) of the shares of common stock held Common Stock to be sold in the IPO at the initial offering price to be paid by the public to the underwriters of the IPO (the “IPO Price”), provided, however, that the Series C Investors shall have no such right if (i) the IPO occurs within one (1) year of the Closing, (ii) the underwriters of the IPO determine in their sole discretion that such participation by the Series C Investors will be detrimental to the success or value of the IPO or (iii) if any of the provisions of this Section 2.13 are deemed to be inconsistent with the rules, regulations and policies of the Commission, the National Association of Securities Dealers, Inc. (“NASD”) or any other regulatory authority in effect at the time of the IPO or any other state or federal law. Such right shall be exercised only by delivery of a binding written purchase agreement in customary form concurrently with the execution and delivery of the underwriting agreement for the IPO. (b) If any of the provisions of clauses (i), (ii) or (iii) of Section 2.13(a) above prevent the Company from granting the Investors the right to purchase shares of Common Stock to be sold in the IPO, the Company shall use its reasonable commercial best efforts to allow each Member shall become eligible for sale by such Member on the date that is 180 days following the expiration Investor then holding at least three hundred forty-three thousand seventy-nine (343,079) shares of any underwriter lock-up period applicable Registrable Securities to such Member and the remaining fifty purchase its Pro Rata Portion of Common Stock of not less than ten percent (5010%) 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 STR or such other corporation Common Stock to be received by sold in the IPO pursuant to a contemporaneous private placement (the “Private Placement”) at a purchase price of eighty-five percent (85%) of the IPO Price, provided, however, that: (i) each Member such Investor participating in the Private Placement must be a qualified institutional buyer as such term is defined in Rule 144A promulgated under the Securities Act; (ii) with respect to the shares of Common Stock purchased in the Private Placement, each such Investor shall be determined subject to the restrictions set forth in accordance with Section 9.03 hereof. In connection with any 6; provided, however, that the restrictions set forth in Section 6 shall commence on the date of the purchase of such distribution or shares of Common Stock in the event Private Placement and continue for the period up to and including one hundred eighty (180) days following the IPO; (iii) no Series C Investor shall have such a right to participate in the Private Placement if the underwriters of the IPO determine in their sole discretion that such participation by the Company is converted into a corporation that effects Investors will be detrimental to the Initial Public Offeringsuccess or value of the IPO; and (iv) notwithstanding the foregoing, the Members Investors shall have no such right to participate in the Private Placement if (A) the underwriters of the IPO determine in their sole discretion that such Private Placement will be entitled detrimental to the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANKsuccess or value of the IPO, or (B) if the provisions of this Section 2.13 are deemed to be inconsistent with the rules, regulations and policies of the Commission, the NASD or any other regulatory authority in effect at the time of the IPO or any other state or federal law.]

Initial Public Offering. Notwithstanding anything Upon the consummation of an underwritten initial public offering under the Securities Act of 1933, as amended (an "Initial Public Offering," including for this purpose a "spin-off" that creates publicly traded securities) by WPC or WPSC (or any successor or assign of either entity) during the term of this Agreement, the Executive and certain other senior executives of the Company selected by the Board of WHX shall be granted options to purchase, if all of the contrary contained hereinoptions are exercised, in connection with any 15% of the Common Stock of the public company outstanding immediately following the Initial Public Offering, and upon at an exercise price equal to 85% of the request Initial Public Offering price (such options are herein referred to as the "Option Pool"). To the extent allowable under the Internal Revenue Code of 1986, as amended, such options shall be "incentive stock options." Executive shall receive not less than 10% of the Option Pool, the specific percentage to be determined by the Board of ManagersWHX in its sole discretion; PROVIDED, each HOWEVER, that if the Underwriters of the Members hereby agrees that it will, at the expense of the Company, 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 or prior determine to "cut-back" the expiration Option Pool, the Executive's share of the later Option Pool shall be reduced to no less than the largest amount granted to any officer of (i) 180 days following the consummation Company other than John R. Scheessele. From and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇tion of the Initial Public Offering or (ii) the expiration a "spin-off" of any underwriter lock-up period, the Board of Managers will liquidate the Company and distribute to the Members shares of common stock of STR or such other corporation owned by the Company which effects the Initial Public Offering; provided that (a) fifty percent (50%) portion 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 Common Stock 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 WPC or pursuant to the exercise of registration rights (as set forth in Annex A). The number of shares of common stock of STR or such other corporation to be received by each Member WPSC, WHX shall be determined in accordance relieved of all obligations under this Agreement, with Section 9.03 hereof. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public Offering, the Members shall be entitled no further action required by WHX to the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANKterminate its obligations hereunder.]

Initial Public Offering. Notwithstanding anything to the contrary contained herein, in connection with any (a) Upon an Initial Public Offering, and upon the request Members, other than the Blocker Corporations, shall contribute their Interests to the successor corporation of the Board of Managers, each of Company (the Members hereby agrees that it will, at the expense of the Company, 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 or “Successor Corporation”) immediately 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, the Board of Managers will liquidate the Company and distribute to the Members shares of in exchange for common stock of STR or such other corporation owned by the Company which effects the Initial Public Offering; 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 Successor Corporation. (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 STR or such other corporation to be received by each Member shall be determined in accordance with Section 9.03 hereof. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public Offering, the Members (or the owners of the Members) shall effect a restructuring with respect to the Blocker Corporations, after which the OHB Holders shall own Equity Securities in the Successor Corporation directly (and not through the Blocker Corporations). The Members (or the owners of the Members) shall effect such restructuring in a manner that is intended to avoid recognition of gain or loss for U.S. federal income tax purposes. Such restructuring may involve (i) a single tax-free transaction under Section 351 of the Code in which the OHB Holders contribute their interests in the Blocker Corporations and the Members (other than the Blocker Corporations) contribute their respective membership interests in the Company to the Successor Corporation or (ii) a tax-free reorganization under Section 368 of the Code of the Blocker Corporations into the Successor Corporation combined with a separate tax-free contribution under Section 351 of the Code by the other Members of their membership interests in the Company to the Successor Corporation. If Equity Securities of the Blocker Corporations are contributed in a transaction that is intended to qualify as a tax-free transaction under Section 351 of the Code, the Members and their Affiliates will not permit the Blocker Corporations to be liquidated or merged out of existence, nor will the Blocker Corporations be permitted to transfer their membership interests in the Company or the Successor Corporation or one of its Affiliates, in each case, during the two-year period following the Initial Public Offering without the consent of the OHB Holders. (c) Each Member or OHB Holder shall receive Equity Securities of the Successor Corporation having a value equal to the total proceeds that such Member would have received (or in the case of an OHB Holder, its pro rata share of the total proceeds that the Blocker Corporation in which such OHB Holder owns Equity Securities would have received, calculated by reference to such OHB Holder’s interest in such Blocker Corporation) pursuant to Section 11.3(c) of this Agreement if the Company were sold for its implied equity value as determined in good faith by the Company Board immediately prior to the Initial Public Offering. The implied equity of the Company shall be entitled determined using the method of valuation used to determine the equity value of the Successor Corporation immediately prior to the registration rights set forth Initial Public Offering and the determination of the Company Board shall be final and binding on Annex A heretothe parties. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANKAll Members shall take, or cause to be taken, all action, and do, or cause to be done, all things necessary in connection with the consummation of an Initial Public Offering as the Company Board may reasonably request.]

Initial Public Offering. Notwithstanding anything (a) (i) During the period beginning on the fourth (4th) anniversary of the date of this Agreement and ending on the seventh (7th) anniversary of the date of this Agreement, if the Named Executive Members and (ii) on and after the seventh (7th) anniversary of this Agreement, if the Sponsor Member(s), provide Station with written notice of their desire to pursue an Initial Public Offering, each Equityholder shall support and do all things within its power to approve, and to cause the Board of Directors to approve, the Initial Public Offering. The Board of Directors and the officers of Station shall be responsible for all aspects of the Initial Public Offering. Upon the consummation of an Initial Public Offering, Sections 2.1, 3.5.1, 3.5.2 and 3.5.3 hereof shall no longer be applicable; provided, that if such Initial Public Offering is consummated by a Subsidiary of Station or successor thereof (including Newco) in accordance with this Agreement, [(i) the governance structure set forth in Article 2 hereof shall be applied to such Subisidiary,] (ii) a Class A Member shall have the right, exercisable at any time and from time to time at such Member’s discretion, to exchange Class A Units of FCP or ▇▇▇▇▇▇▇▇ Partners for shares of common stock of such Subsidiary or successor, and (iii) the Board of Directors, including a Supermajority of the Board of Directors, if required, and the Equityholders hereby agree to take such other actions, including amendments to this Agreement, as may be reasonably required in connection with such Initial Public Offering to give effect to the contrary relative rights and obligations of the Equityholders contained herein, which remain in connection with effect following an Initial Public Offering. (b) The Equityholders acknowledge and agree that in the event of any Initial Public Offering, the Units of FCP and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Company, take such action ▇▇▇▇▇▇▇▇ Partners shall be converted into cash and execute such documents as may reasonably be necessary to effect such Initial Public Offering. Either in connection with an Initial Public Offering or 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, the Board of Managers will liquidate the Company and distribute to the Members shares of common stock of STR or such other corporation owned by the Company which effects the Initial Public Offering; 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 STR or such other corporation to be received by each Member shall be determined Newco in accordance with Section 9.03 hereofthe terms of the FCP Operating Agreement and the ▇▇▇▇▇▇▇▇ Partners Operating Agreement. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public OfferingFurther, the Members Equityholders acknowledge and agree that no public offering of the Units of FCP, ▇▇▇▇▇▇▇▇ Partners or their respective corporate successors shall be entitled to the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANKeffected.]

Initial Public Offering. Notwithstanding anything Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the contrary contained hereinUnderwriting Agreement (the “Underwriting Agreement”) entered into by and among Minority Equality Opportunities Acquisition Inc., in connection with any Initial a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,000,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and upon one redeemable warrant. Each warrant (a “Warrant”) entitles the request holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Board Public Offering pursuant to a registration statement on Form S-1 (File No. 333-258241) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof. In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of Managerswhich are hereby acknowledged, each of Minority Equality Opportunities Acquisition Sponsor, LLC (the Members hereby agrees that it will“Sponsor”) and the undersigned individuals, at the expense each of whom is a member of the Company’s board of directors and/or management team (each, take such action an “Insider” and execute such documents as may reasonably be necessary to effect such Initial Public Offering. Either in connection with an Initial Public Offering or 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 periodcollectively, the Board of Managers will liquidate “Insiders”), ▇▇▇▇▇▇ agrees with the Company and distribute to the Members shares of common stock of STR or such other corporation owned by the Company which effects the Initial Public Offering; 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 STR or such other corporation to be received by each Member shall be determined in accordance with Section 9.03 hereof. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public Offering, the Members shall be entitled to the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]follows: