Common use of Mandatory Exchanges Clause in Contracts

Mandatory Exchanges. (i) The Corporation shall have the right to require each Company Unitholder to Exchange all of such Company Unitholder’s Company Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Rate (or, at the election of the Corporation pursuant to clause (II) of Section 2.1(b)(ii) below, a rate equal to 110% of the Exchange Rate) under any of the following circumstances: (A) in connection with a Change of Control, (B) from or after the time when no Member (other than the Corporation) holds a number of outstanding Class A Units greater than three percent (3%) of the number of Class A Units outstanding immediately following the closing of the IPO (as defined in the LLC Agreement) and related purchase of Class A Units by the Corporation with the proceeds therefrom, and (C) with respect to any Employee Member (as defined in the LLC Agreement) or Management Member (as defined in the LLC Agreement), at any time after (whether prior to or after the IPO) such Person ceases to be employed by, or otherwise engaged to provide services to, the Corporation, the Company or the Subsidiaries for any reason (including because of death or disability), provided that, for the avoidance of doubt, with respect to foregoing clause (C), a Member shall not be required to Exchange any unvested Company Units or Company Units that are required to be forfeited, canceled or returned to the Company pursuant to the Equity Incentive Plans (as defined in the LLC Agreement) or any other agreement to which such Member is a party. (ii) Notwithstanding anything to the contrary in the foregoing clause (i), a Company Unitholder shall not be required to Exchange such Company Unitholder’s Company Units and shares of Class B Common Stock pursuant to clause (A) or clause (B) of the foregoing clause (i) unless (I) the sum of the amount of (x) if applicable, cash to be received by such Member as consideration in any Change of Control with respect to shares of Class A Common Stock for which such Company Unitholder’s Company Units are to be Exchanged, (y) the after-tax benefit to the Company Unitholder of all cash amounts payable to such Member under the Tax Receivable Agreement, and (z) any cash advance made to such Member by the Company or the Corporation for the purpose of paying such Member’s tax liability attributable to the Exchange (which advance may, by its terms, require that it be repaid in full upon the sale by such Member of the rights or securities received by such Member in the Exchange), in each case within sixty (60) days of the Change of Control, is sufficient to pay such Member’s tax liability (taking into account any withholding) attributable to the Exchange, or (II) in the case of clause (B) of the foregoing clause (i), the Corporation elects to Exchange all of such Company Unitholder’s Company Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by a rate equal to 110% of the Exchange Rate. The election of the Corporation pursuant to clause (II) of the preceding sentence shall be at the sole discretion of the Corporation upon the approval thereof by a majority of the directors of the Corporation that do not have an interest in the Company Units being Exchanged, and such election may be made with respect to Exchanges by certain Company Unitholders without being made with respect to Exchanges by other Company Unitholders. For purposes of this provision, securities that are received in a Change of Control with respect to the Class A Units or the shares of Class A Common Stock for which they are exchanged and which may be sold into the public market without restriction as to timing or volume (including, without limitation, restrictions as a result of securities laws or applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies or blackout periods) by a Member as the holder of such securities immediately following the Change of Control shall be deemed to be cash consideration received by such Member. For purposes of this provision, the “after-tax benefit” of a payment to a Person means (i) the amount of such payment, minus (ii) the federal, state, and local income tax liability of such Person resulting from that Person’s receipt of (or entitlement to receive) such payment, which income tax liability will be determined by the Corporation in good faith by assuming the receipt of such payment is fully taxable to the recipient (without any offsets of any tax attributes), taking into account the identity of the recipient and the character of the income resulting from such payment. (iii) The Corporation shall exercise its right to require an Exchange of Company Units as set forth in Section 2.1(b)(i) by delivering to the Company Unitholder written notice of such election and the date the Exchange shall be deemed to occur, which date may not be earlier than the date of such written notice (the “Mandatory Exchange Date”), provided that with respect to any Change of Control, such date may be described as immediately prior to the occurrence of a Change of Control and the Corporation shall use commercially reasonable efforts to provide such notice at least ten (10) calendar days before the proposed date upon which the contemplated Change of Control is to be effected. From and after the Mandatory Exchange Date, (x) the Company Units shall be deemed to be transferred to the Corporation on the Mandatory Exchange Date, (y) the Company Unitholder shall cease to have any rights with respect to the Company Units other than the right to receive shares of Class A Common Stock pursuant to Section 2.1(b)(i) upon compliance with its obligations under Section 2.1(b)(iv) and (z) all shares of Class B Common Stock held of record by such Company Unitholder shall automatically be deemed cancelled without any action on the part of any Person. (iv) On or prior to the Mandatory Exchange Date (or if less than ten (10) calendar days’ notice of the Mandatory Exchange Date is given, within five (5) Business Days of such notice), the Company Unitholder shall deliver during normal business hours at the principal executive offices of the Corporation: (A) an Exchange Notice, duly executed by such Company Unitholder, (B) any certificates representing all Company Units held by the Company Unitholder, (C) all stock certificates representing all shares of Class B Common Stock issued to the Company Unitholder according to the books and records of the Corporation and (D) if the Corporation or the Company requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Company Unitholder that it is unable to provide such certification.

Mandatory Exchanges. (i) The Corporation Public Offering Entity shall have the right to require each Company Class A Unitholder to Exchange all of such Company Class A Unitholder’s Company Combined Units and shares of Class B Common Stock in consideration for accordance with the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Rate (or, at the election of the Corporation pursuant to clause (II) provisions of Section 2.1(b)(ii) below9.9(a), a rate equal to 110% mutatis mutandis, upon the occurrence of the Exchange Rate) under any of the following circumstances: (A) in connection with a Change of Control, (B) from or after the time when no Member (other than the Corporation) holds a number of outstanding Class A Units greater than three percent (3%) of the number of Class A Units outstanding immediately following the closing of the IPO (as defined in the LLC Agreement) and related purchase of Class A Units by the Corporation with the proceeds therefrom, and (C) with respect to any Employee Member (as defined in the LLC Agreement) or Management Member (as defined in the LLC Agreement), at any time after (whether prior to or after the IPO) such Person ceases to be employed by, or otherwise engaged to provide services to, the Corporation, the Company or the Subsidiaries for any reason (including because of death or disability), provided that, for the avoidance of doubt, with respect to foregoing clause (C), a Member shall not be required to Exchange any unvested Company Units or Company Units that are required to be forfeited, canceled or returned to the Company pursuant to the Equity Incentive Plans (as defined in the LLC Agreement) or any other agreement to which such Member is a party. (ii) Notwithstanding anything to the contrary in the foregoing clause (iSection 9.9(b)(i), a Company Class A Unitholder shall not be required to Exchange such Company Class A Unitholder’s Company Combined Units and shares of Class B Common Stock pursuant to clause (A) or clause (B) of the foregoing clause (iSection 9.9(b)(i) unless (I) the sum of the amount of (xA) if applicable, cash to be received by such Member (if applicable) as consideration in any Change of Control with respect to shares of Class A Common Stock for which such Company Class A Unitholder’s Company Combined Units are to be Exchanged, (y) the after-tax benefit to the Company Unitholder of all cash amounts payable to such Member under the Tax Receivable Agreement, Exchanged and (zB) any cash advance made to such Member (if applicable) by the Company or the Corporation Public Offering Entity for the purpose of paying such Member’s tax liability attributable to the Exchange (which advance may, by its terms, require that it be repaid in full upon the sale by such Member of the rights or securities received by such Member in the Exchange), in each case within sixty (60) days of the Change of Control, is sufficient to pay such Member’s tax liability (taking into account any withholding) attributable to the Exchange, or (II) in the case of clause (B) of the foregoing clause (i), the Corporation elects to Exchange all of such Company Unitholder’s Company Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by a rate equal to 110% of the Exchange Rate. The election of the Corporation pursuant to clause (II) of the preceding sentence shall be at the sole discretion of the Corporation upon the approval thereof by a majority of the directors of the Corporation that do not have an interest in the Company Units being Exchanged, and such election may be made with respect to Exchanges by certain Company Unitholders without being made with respect to Exchanges by other Company Unitholders. For purposes of this provisionSection 9.9(b)(ii), securities that are received by a Unitholder in a Change of Control with respect to the Class A Common Units or the shares of Class A Common Stock for which they are exchanged Exchanged and which that may be sold into the public market without restriction as to timing timing, volume or volume manner of sale (including, without limitation, restrictions as a result of securities laws or applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies or blackout periods) by a Member such Unitholder as the holder of such securities immediately following the Change of Control shall be deemed to be cash consideration received by such Member. For purposes of this provision, the “after-tax benefit” of a payment to a Person means (i) the amount of such payment, minus (ii) the federal, state, and local income tax liability of such Person resulting from that Person’s receipt of (or entitlement to receive) such payment, which income tax liability will be determined by the Corporation in good faith by assuming the receipt of such payment is fully taxable to the recipient (without any offsets of any tax attributes), taking into account the identity of the recipient and the character of the income resulting from such paymentUnitholder. (iii) The Corporation Public Offering Entity shall exercise its right to require an Exchange of Company Combined Units as set forth in Section 2.1(b)(i9.9(b)(i) by delivering to the Company Class A Unitholder written notice of such election mandatory Exchange (a “Mandatory Exchange Notice”) and the date the Exchange shall be deemed to occuroccur (the “Mandatory Exchange Date”), which date may not be earlier than the date of such written notice (the “Mandatory Exchange Date”)notice; provided, provided that with respect to any Change of Control, such date may be described as immediately prior to the occurrence of a the Change of Control Control, and the Corporation Public Offering Entity shall use commercially reasonable best efforts to provide such notice to all Class A Unitholders at least ten (10) calendar days before the proposed date upon which the contemplated Change of Control is to be effected. From and after the Mandatory Exchange Date, (x) the Company Combined Units shall be deemed to be have been transferred to the Corporation Company or Public Offering Entity, as applicable, on the Mandatory Exchange Date, (y) in the Company case of a Share Settlement, the Class A Unitholder shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Class A Unitholder in respect of such Exchange on the Mandatory Exchange Date, and (z) the Class A Unitholder shall cease to have any rights with respect to the Company Combined Units other than the right to receive shares of Class A Common Stock or cash pursuant to Section 2.1(b)(i9.9(b)(i) upon compliance with its obligations under Section 2.1(b)(iv) and (z) all shares of Class B Common Stock held of record by such Company Unitholder shall automatically be deemed cancelled without any action on the part of any Person9.9(b)(iv). (iv) On or prior to the Mandatory Exchange Date (or if less than ten (10) calendar days’ notice of the Mandatory Exchange Date is given, within five (5) Business Days of such notice), the Company Class A Unitholder shall deliver during normal business hours at the principal executive offices of the CorporationPublic Offering Entity: (A) an acknowledgement of the Mandatory Exchange NoticeNotice (a “Mandatory Exchange Acknowledgement”), duly executed by such Company Class A Unitholder, (B) any certificates certificate(s) representing all Company Combined Units held by the Company Unitholder, Class A Unitholder to be Exchanged on the Mandatory Exchange Date (C) all including any certificates representing the underlying Class A Common Units and any stock certificates representing all the underlying shares of Class B Common Stock or Class C Common Stock, as applicable, in each case issued to the Company such Class A Unitholder according to the books and records of the Corporation Company and the Public Offering Entity, as applicable); provided, that if any such certificate has been lost, then the exchanging Class A Unitholder may deliver, in lieu of such certificate, an affidavit of lost certificate, and (DC) if the Corporation Public Offering Entity or the Company requires the delivery of the certification contemplated by Section 2.4(b9.12(b), such certification or written notice from such Company Class A Unitholder that it is unable to provide such certification.

Mandatory Exchanges. (i) The Corporation shall have the right to require each Company Class A Unitholder to Exchange all of such Company Class A Unitholder’s Company Combined Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Class A Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Combined Units surrendered multiplied by the Exchange Rate (or, at upon the election occurrence of the Corporation pursuant to clause (II) of Section 2.1(b)(ii) below, a rate equal to 110% of the Exchange Rate) under any of the following circumstances: (A) in connection with a Change of Control, (B) from or after the time when no Member (other than the Corporation) holds a number of outstanding Class A Units greater than three percent (3%) of the number of Class A Units outstanding immediately following the closing of the IPO (as defined in the LLC Agreement) and related purchase of Class A Units by the Corporation with the proceeds therefrom, and (C) with respect to any Employee Member (as defined in the LLC Agreement) or Management Member (as defined in the LLC Agreement), at any time after (whether prior to or after the IPO) such Person ceases to be employed by, or otherwise engaged to provide services to, the Corporation, the Company or the Subsidiaries for any reason (including because of death or disability), provided that, for the avoidance of doubt, with respect to foregoing clause (C), a Member shall not be required to Exchange any unvested Company Units or Company Units that are required to be forfeited, canceled or returned to the Company pursuant to the Equity Incentive Plans (as defined in the LLC Agreement) or any other agreement to which such Member is a party. (ii) Notwithstanding anything to the contrary in the foregoing clause (i), a Company Class A Unitholder shall not be required to Exchange such Company Class A Unitholder’s Company Combined Units and shares of Class B Common Stock pursuant to clause (A) or clause (B) of the foregoing clause (iSection 9.9(b)(i) unless (I) the sum of the amount of (xA) if applicable, cash to be received by such Member (if applicable) as consideration in any Change of Control with respect to shares of Class A Common Stock for which such Company Class A Unitholder’s Company Combined Units are to be Exchanged, (y) the after-tax benefit to the Company Unitholder of all cash amounts payable to such Member under the Tax Receivable Agreement, Exchanged and (zB) any cash advance made to such Member (if applicable) by the Company or the Corporation for the purpose of paying such Member’s tax liability attributable to the Exchange (which advance may, by its terms, require that it be repaid in full upon the sale by such Member of the rights or securities received by such Member in the Exchange), in each case within sixty (60) days of the Change of Control, is sufficient to pay such Member’s tax liability (taking into account any withholding) attributable to the Exchange, or (II) in the case of clause (B) of the foregoing clause (i), the Corporation elects to Exchange all of such Company Unitholder’s Company Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by a rate equal to 110% of the Exchange Rate. The election of the Corporation pursuant to clause (II) of the preceding sentence shall be at the sole discretion of the Corporation upon the approval thereof by a majority of the directors of the Corporation that do not have an interest in the Company Units being Exchanged, and such election may be made with respect to Exchanges by certain Company Unitholders without being made with respect to Exchanges by other Company Unitholders. For purposes of this provisionSection 9.9(b)(ii), securities that are received by a Unitholder in a Change of Control with respect to the Class A Common Units or the shares of Class A Common Stock for which they are exchanged Exchanged and which that may be sold into the public market without restriction as to timing timing, volume or volume manner of sale (including, without limitation, restrictions as a result of securities laws or applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies or blackout periods) by a Member such Unitholder as the holder of such securities immediately following the Change of Control shall be deemed to be cash consideration received by such Member. For purposes of this provision, the “after-tax benefit” of a payment to a Person means (i) the amount of such payment, minus (ii) the federal, state, and local income tax liability of such Person resulting from that Person’s receipt of (or entitlement to receive) such payment, which income tax liability will be determined by the Corporation in good faith by assuming the receipt of such payment is fully taxable to the recipient (without any offsets of any tax attributes), taking into account the identity of the recipient and the character of the income resulting from such paymentUnitholder. (iii) The Corporation shall exercise its right to require an Exchange of Company Combined Units as set forth in Section 2.1(b)(i9.9(b)(i) by delivering to the Company Class A Unitholder written notice of such election mandatory Exchange (a “Mandatory Exchange Notice”) and the date the Exchange shall be deemed to occur, which date may not be earlier than the date of such written notice (the “Mandatory Exchange Date”), provided that with respect to any Change of Control, such date may be described as immediately prior to the occurrence of a the Change of Control and the Corporation shall use commercially reasonable best efforts to provide such notice to all Class A Unitholders at least ten (10) calendar days before the proposed date upon which the contemplated Change of Control is to be effected. From and after the Mandatory Exchange Date, (x) the Company Combined Units shall be deemed to be have been transferred to the Corporation on the Mandatory Exchange Date, (y) the Company Class A Unitholder shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Class A Unitholder in respect of such Exchange on the Mandatory Exchange Date, and (z) the Class A Unitholder shall cease to have any rights with respect to the Company Combined Units other than the right to receive shares of Class A Common Stock pursuant to Section 2.1(b)(i9.9(b)(i) upon compliance with its obligations under Section 2.1(b)(iv) and (z) all shares of Class B Common Stock held of record by such Company Unitholder shall automatically be deemed cancelled without any action on the part of any Person9.9(b)(iv). (iv) On or prior to the Mandatory Exchange Date (or if less than ten (10) calendar days’ notice of the Mandatory Exchange Date is given, within five (5) Business Days of such notice), the Company Class A Unitholder shall deliver during normal business hours at the principal executive offices of the Corporation: (A) an acknowledgement of the Mandatory Exchange NoticeNotice (a “Mandatory Exchange Acknowledgement”), duly executed by such Company Class A Unitholder, (B) any certificates representing all Company Combined Units held by the Company Unitholder, Class A Unitholder to be Exchanged on the Mandatory Exchange Date (C) all including any certificates representing the underlying Class A Common Units and any stock certificates representing all the underlying shares of Class B Common Stock Stock, in each case issued to the Company such Class A Unitholder according to the books and records of the Corporation Company and the Corporation, as applicable), provided that if any such certificate has been lost, the exchanging Class A Unitholder may deliver, in lieu of such certificate, an affidavit of lost certificate, and (DB) if the Corporation or the Company requires the delivery of the certification contemplated by Section 2.4(b9.12(b), such certification or written notice from such Company Class A Unitholder that it is unable to provide such certification.

Mandatory Exchanges. (i) The Corporation In connection with a Change of Control, and subject to any approval of the Change of Control by the holders of Class A Common Stock and Class B Common Stock required under the New Charter Certificate or applicable law, New Charter or Charter Holdings shall have the right to require each Company Class B Unitholder to Exchange some or all of such Company Unitholder’s Company Units and shares of the Class B Common Stock Units owned by such Class B Unitholder (free and clear of all liens, encumbrances, rights of first refusal and similar restrictions), in consideration for the issuance delivery by the Corporation Charter Holdings to such Company Class B Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Rate (or, at the election of the Corporation pursuant to clause (II) of Section 2.1(b)(ii) below, a rate equal to 110% of the Exchange Rate) under any of the following circumstances: (A) in connection with a Change of Control, (B) from or after the time when no Member (other than the Corporation) holds a number of outstanding Class A Units greater than three percent (3%) of the number of Class A B Common Units outstanding immediately following required to be exchanged. Any such Exchange pursuant to this Section 2.1(b) shall be effected by the closing surrender or deemed surrender of the IPO (as defined in the LLC Agreement) Class B Common Units to be exchanged and related purchase of Class A Units by the Corporation with the proceeds therefrom, and (C) with respect to any Employee Member (as defined in the LLC Agreement) or Management Member (as defined in the LLC Agreement), at any time after (whether shall be effective immediately prior to or after the IPO) such Person ceases to be employed by, or otherwise engaged to provide services to, consummation of the Corporation, the Company or the Subsidiaries for any reason Change of Control (including because of death or disability), provided thatand, for the avoidance of doubt, with respect to foregoing clause (C), a Member shall not be required to Exchange any unvested Company Units or Company Units that are required to be forfeited, canceled or returned to the Company pursuant to the Equity Incentive Plans (as defined in the LLC Agreement) or any other agreement to which effective if such Member Change of Control is a party. (ii) Notwithstanding anything to the contrary in the foregoing clause (inot consummated), a Company Unitholder shall not be required to Exchange such Company Unitholder’s Company Units and shares of at which time the exchanged Class B Common Stock pursuant to clause (A) Units shall be deemed cancelled without any action required on the part of any Person, including New Charter or clause (B) Charter Holdings. To effect the delivery of the foregoing clause (i) unless (I) the sum of the amount of (x) if applicable, cash to be received by such Member as consideration in any Change of Control with respect to shares of Class A Common Stock for which such Company Unitholder’s Company Units are to be ExchangedStock, (yi) the after-tax benefit New Charter shall issue and contribute, directly or indirectly, to the Company Unitholder of all cash amounts payable to such Member under the Tax Receivable Agreement, and (z) any cash advance made to such Member by the Company or the Corporation for the purpose of paying such Member’s tax liability attributable to the Exchange (which advance may, by its terms, require that it be repaid in full upon the sale by such Member of the rights or securities received by such Member in the Exchange), in each case within sixty (60) days of the Change of Control, is sufficient to pay such Member’s tax liability (taking into account any withholding) attributable to the Exchange, or (II) in the case of clause (B) of the foregoing clause (i)Charter Holdings, the Corporation elects to Exchange all of such Company Unitholder’s Company Units and shares of Class B Common Stock in consideration for the issuance by the Corporation to such Company Unitholder of a number of shares of Class A Common Stock that is equal to the product number of Class B Common Units surrendered, (ii) in consideration for the issuance and contribution described in clause (i), Charter Holdings shall issue to the Charter Member the number of Company Class A Common Units surrendered multiplied by a rate equal to 110% the number of shares of Class A Common Stock issued and contributed to Charter Holdings, (iii) subject to Section 4.8 of the Exchange Rate. The election LLC Agreement, New Charter shall take such other actions as are necessary to preserve the 1:1 Up-C structure between New Charter and Charter Holdings as set forth in Section 2.3(a), and (iv) Charter Holdings shall (A) deliver or cause to be delivered at the offices of the Corporation pursuant to clause (II) then-acting registrar and transfer agent of the preceding sentence shall be Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of New Charter) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant surrendering Unitholder (or in such other name as is requested in writing by such Unitholder), in certificated or uncertificated form, in the sole discretion of the Corporation upon the approval thereof by a majority of the directors of the Corporation that do not have an interest in the Company Units being ExchangedCharter Holdings, and such election may be made with respect to Exchanges by certain Company Unitholders without being made with respect to Exchanges by other Company Unitholders. For purposes of this provision, securities that are received in a Change of Control with respect to or (B) if the Class A Units Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the surrendering Unitholder, use its reasonable best efforts to deliver, or cause to be delivered, the shares of Class A Common Stock for which they deliverable to such surrendering Unitholder in the Exchange through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such surrendering Unitholder. If any shares of Class A Common Stock are exchanged and which may issued pursuant to this Section 2.1(b), the recipient will be sold into the public market without restriction as to timing or volume (including, without limitation, restrictions treated as a result of securities laws or applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies or blackout periods) by a Member as the holder of such securities immediately following the Change record of Control shall be deemed to be cash consideration received by such Member. For purposes Class A Common Stock as of this provision, the “after-tax benefit” of a payment to a Person means (i) the amount of such payment, minus (ii) the federal, state, and local income tax liability of such Person resulting from that Person’s receipt of (or entitlement to receive) such payment, which income tax liability will be determined by the Corporation in good faith by assuming the receipt of such payment is fully taxable to the recipient (without any offsets of any tax attributes), taking into account the identity of the recipient and the character of the income resulting from such payment. (iii) The Corporation shall exercise its right to require an Exchange of Company Units as set forth in Section 2.1(b)(i) by delivering to the Company Unitholder written notice of such election and the date the Exchange shall be deemed to occur, which date may not be earlier than the date of such written notice (the “Mandatory Exchange Date”), provided that with respect to any Change of Control, such date may be described as immediately prior to the occurrence consummation of a the Change of Control. New Charter shall provide written notice of an expected Change of Control to all Class B Unitholders within the earlier of (x) five (5) days following the execution of the agreement with respect to such Change of Control and the Corporation shall use commercially reasonable efforts to provide such notice at least (y) ten (10) calendar days before the proposed date upon which the contemplated Change of Control is to be effected, indicating in such notice such information as may reasonably describe the Change of Control transaction, subject to applicable law. From and after the Mandatory Exchange Date, (x) the Company Units New Charter shall be deemed update such notice from time to be transferred time to the Corporation on the Mandatory Exchange Date, (y) the Company Unitholder shall cease reflect any material changes to have any rights with respect to the Company Units other than the right to receive shares of Class A Common Stock pursuant to Section 2.1(b)(i) upon compliance with its obligations under Section 2.1(b)(iv) and (z) all shares of Class B Common Stock held of record by such Company Unitholder shall automatically be deemed cancelled without any action on the part of any Person. (iv) On or prior to the Mandatory Exchange Date (or if less than ten (10) calendar days’ notice of the Mandatory Exchange Date is given, within five (5) Business Days of such notice). New Charter may satisfy any such notice and update requirements described in the preceding two sentences by providing such information on a Form 8-K, Schedule TO, Schedule 14D-9 or similar form filed with the Company Unitholder shall deliver during normal business hours at the principal executive offices of the Corporation: (A) an Exchange Notice, duly executed by such Company Unitholder, (B) any certificates representing all Company Units held by the Company Unitholder, (C) all stock certificates representing all shares of Class B Common Stock issued to the Company Unitholder according to the books and records of the Corporation and (D) if the Corporation SEC or the Company requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Company Unitholder that it is unable to provide such certificationa press release posted on its website.

Mandatory Exchanges. In connection with a Change of Control, and subject to any approval of the Change of Control by the holders of Class A Common Stock and Class B Common Stock required under the Certificate or applicable law (iwhich approval has been granted by a vote or consent of the shareholders of the Corporation in which the holders of Class B Common Stock were entitled to one vote per share of Class B Common Stock, in accordance with Article IV, Section 3(e)(2)(iii) The of the Certificate), the Corporation shall have the right to require each Company Holding Unitholder to (1) sell or (2) Exchange some or all Class B Units and/or Class C Non-Voting Units beneficially owned by such Holding Unitholder (and, in the case of such Company Unitholder’s Company Units and Class B Units, an equal number of shares of Class B Common Stock Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), in consideration for the issuance by the Corporation to such Company Holding Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Class B Units surrendered multiplied and/or Class C Non-Voting Units sold or exchanged, such Exchange to be effected by the Exchange Rate (or, at the election surrender of such Class B Units and Class C Non-Voting Units to the Corporation pursuant to clause (IIand, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated) and the subsequent automatic conversion of Section 2.1(b)(ii) below, a rate such exchanged Class B Units and/or Class C Non-Voting Units into an equal to 110% of the Exchange Rate) under any of the following circumstances: (A) in connection with a Change of Control, (B) from or after the time when no Member (other than the Corporation) holds a number of outstanding Class A Units greater than three percent (3%) of the number of Class A Units outstanding (whereupon, the Class B Units and/or Class C Non-Voting Units so converted shall cease to exist and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation). Any such sale or Exchange pursuant to this Section 2.1(b)(i) shall be effective immediately following prior to the closing consummation of the IPO Change of Control (as defined in the LLC Agreement) and related purchase of Class A Units by the Corporation with the proceeds therefrom, and (C) with respect to any Employee Member (as defined in the LLC Agreement) or Management Member (as defined in the LLC Agreement), at any time after (whether prior to or after the IPO) such Person ceases to be employed by, or otherwise engaged to provide services to, the Corporation, the Company or the Subsidiaries for any reason (including because of death or disability), provided thatand, for the avoidance of doubt, with respect to foregoing clause (C), a Member shall not be required to Exchange any unvested Company Units or Company Units that are required to be forfeited, canceled or returned to the Company pursuant to the Equity Incentive Plans (as defined in the LLC Agreement) or any other agreement to which effective if such Member is a party. (ii) Notwithstanding anything to the contrary in the foregoing clause (i), a Company Unitholder shall not be required to Exchange such Company Unitholder’s Company Units and shares of Class B Common Stock pursuant to clause (A) or clause (B) of the foregoing clause (i) unless (I) the sum of the amount of (x) if applicable, cash to be received by such Member as consideration in any Change of Control with respect to is not consummated). To effect the delivery of such shares of Class A Common Stock for which such Company Unitholder’s Company Units are to be Exchanged, (y) the after-tax benefit to the Company Unitholder of all cash amounts payable to such Member under the Tax Receivable Agreement, and (z) any cash advance made to such Member by the Company or the Corporation for the purpose of paying such Member’s tax liability attributable to the Exchange (which advance may, by its terms, require that it be repaid in full upon the sale by such Member of the rights or securities received by such Member in the Exchange), in each case within sixty (60) days of the Change of Control, is sufficient to pay such Member’s tax liability (taking into account any withholding) attributable to the Exchange, or (II) in the case of clause (B) of the foregoing clause (i)Stock, the Corporation elects shall: (x) deliver or cause to Exchange all be delivered at the offices of such Company Unitholder’s Company Units the then-acting registrar and shares transfer agent of the Class B A Common Stock in consideration for (or, if there is no then-acting registrar and transfer agent of the issuance by Class A Common Stock, at the Corporation to principal executive offices of the Corporation) such Company Unitholder of a number of shares of Class A Common Stock that is equal to Stock, registered in the product name of the number of Company Units surrendered multiplied relevant Holding Unitholder (or in such other name as is requested in writing by a rate equal to 110% of the Exchange Rate. The election of the Corporation pursuant to clause (II) of the preceding sentence shall be at the sole discretion of the Corporation upon the approval thereof by a majority of the directors of the Corporation that do not have an interest such Holding Unitholder), in the Company Units being Exchangedcertificated or uncertificated form, and such election as may be made with respect to Exchanges requested by certain Company Unitholders without being made with respect to Exchanges by other Company Unitholders. For purposes of this provisionthe such Holding Unitholder, securities that are received in a Change of Control with respect to or (y) if the Class A Units or Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of such Holding Unitholder, use its reasonable best efforts to deliver the shares of Class A Common Stock for which they are exchanged and which may be sold into through the public market without restriction as facilities of The Depository Trust Company, to timing or volume (including, without limitation, restrictions as a result the account of securities laws or applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies or blackout periods) the participant of The Depository Trust Company designated by a Member as the holder such Holding Unitholder. The Corporation shall provide written notice of such securities immediately following the an expected Change of Control shall be deemed to be cash consideration received by such Member. For purposes of this provision, all Holding Unitholders within the “after-tax benefit” of a payment to a Person means (i) the amount of such payment, minus (ii) the federal, state, and local income tax liability of such Person resulting from that Person’s receipt earlier of (or entitlement to receivex) such payment, which income tax liability will be determined by five days following the Corporation in good faith by assuming the receipt of such payment is fully taxable to the recipient (without any offsets of any tax attributes), taking into account the identity execution of the recipient and the character of the income resulting from such payment. (iii) The Corporation shall exercise its right to require an Exchange of Company Units as set forth in Section 2.1(b)(i) by delivering to the Company Unitholder written notice of such election and the date the Exchange shall be deemed to occur, which date may not be earlier than the date of such written notice (the “Mandatory Exchange Date”), provided that agreement with respect to any Change of Control, such date may be described as immediately prior to the occurrence of a Change of Control and the Corporation shall use commercially reasonable efforts to provide such notice at least (y) ten (10) calendar days before the proposed date upon which the contemplated Change of Control is to be effected. From , indicating in such notice such information as may reasonably describe the Change of Control transaction, subject to applicable law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and after types of consideration to be paid for LLC Units or shares of Class A Common Stock, as applicable, in the Mandatory Exchange DateChange of Control (which consideration shall (subject to the last sentence of this Section 2.1(b)(i)) be identical whether paid for LLC Units or shares of Class A Common Stock, (x) the Company in accordance with Section 2.4(a)), any election with respect to types of consideration that a holder of LLC Units or shares of Class A Common Stock, as applicable, shall be deemed entitled to make in connection with the Change of Control, the percentage of total LLC Units or shares of Class A Common Stock, as applicable, to be transferred to the Acquirer by all shareholders in the Change of Control, and the number of Class B Units and Class C Non-Voting Units held by each Holding Unitholder that the Corporation on the Mandatory Exchange Date, (y) the Company Unitholder shall cease intends to have any rights with respect to the Company Units other than the right to receive require be Exchanged for shares of Class A Common Stock in connection with the Change of Control. The Corporation shall update such notice from time to time to reflect any material changes to such notice. The Corporation may satisfy any such notice and update requirements described in the preceding two sentences by providing such information on a Form 8-K, Schedule TO, Schedule 14D-9 or similar form filed with the SEC. Notwithstanding anything to the contrary in this Agreement, upon notice to the Corporation, Fifth Third Bank and its Affiliates shall not be required to accept as consideration in connection with any Change of Control (x) any equity securities or other consideration that Fifth Third Bank or its Affiliates (and any Holding Unitholder subject to Applicable Banking Laws) are not permitted to own pursuant to Section 2.1(b)(iApplicable Banking Laws, (y) securities or other consideration the ownership of which is not permitted (either through denial or not having been acted upon compliance with in a reasonable time frame by the relevant Governmental Entity) after Fifth Third Bank or its obligations under Section 2.1(b)(iv) and Affiliates have sought any required regulatory approval from any Government Entity, (z) all shares securities or other consideration that would cause Fifth Third Bank or its Affiliates to be deemed, directly or indirectly, to control, for purposes of Class B Common Stock held of record by such Company Unitholder shall automatically be deemed cancelled without Applicable Banking Laws, any action on the part of any Person. (iv) On “depository institution” or prior to the Mandatory Exchange Date (or if less than ten (10) calendar days’ notice “depository institution holding company” as defined in Section 3 of the Mandatory Exchange Date is given, within five FDIA (512 U.S.C. § 1813) Business Days of such notice), the Company Unitholder shall deliver during normal business hours at the principal executive offices or any “bank” as defined in Section 2 of the Corporation: BHCA (A) an Exchange Notice, duly executed by such Company Unitholder, (B) any certificates representing all Company Units held by the Company Unitholder, (C) all stock certificates representing all shares of Class B Common Stock issued to the Company Unitholder according to the books and records of 12 U.S.C. § 1841); provided that the Corporation and Holding shall be entitled to deliver to Fifth Third Bank and its Affiliates (D) if the Corporation or the Company requires the delivery of the certification contemplated by Section 2.4(bany Holding Unitholder subject to Applicable Banking Laws), in which case Fifth Third and its Affiliates or such certification or written notice from Holding Unitholder shall accept, in lieu of any such Company Unitholder that it is unable to provide securities, cash consideration having the same fair market value (as determined in good faith by the Corporation’s Board of Directors) as such certificationsecurities.

Mandatory Exchanges. In connection with a Change of Control, and subject to any approval of the Change of Control by the holders of Class A Common Stock and Class B Common Stock required under the Certificate or applicable law (iwhich approval has been granted by a vote or consent of the shareholders of the Corporation in which the holders of Class B Common Stock were entitled to one vote per share of Class B Common Stock, in accordance with Article IV, Section 3(e)(2)(iii) The of the Certificate), the Corporation shall have the right to require each Company Holding Unitholder to (1) sell or (2) Exchange some or all Class B Units and/or Class C Non-Voting Units beneficially owned by such Holding Unitholder (and, in the case of such Company Unitholder’s Company Units and Class B Units, an equal number of shares of Class B Common Stock Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), in consideration for the issuance by the Corporation to such Company Holding Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Class B Units surrendered multiplied and/or Class C Non-Voting Units sold or exchanged, such Exchange to be effected by the Exchange Rate (or, at the election surrender of such Class B Units and Class C Non-Voting Units to the Corporation pursuant to clause (IIand, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated) and the subsequent automatic conversion of Section 2.1(b)(ii) below, a rate such exchanged Class B Units and/or Class C Non-Voting Units into an equal to 110% of the Exchange Rate) under any of the following circumstances: (A) in connection with a Change of Control, (B) from or after the time when no Member (other than the Corporation) holds a number of outstanding Class A Units greater than three percent (3%) of the number of Class A Units outstanding (whereupon, the Class B Units and/or Class C Non-Voting Units so converted shall cease to exist and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation). Any such sale or Exchange pursuant to this Section 2.1(b)(i) shall be effective immediately following prior to the closing consummation of the IPO Change of Control (as defined in the LLC Agreement) and related purchase of Class A Units by the Corporation with the proceeds therefrom, and (C) with respect to any Employee Member (as defined in the LLC Agreement) or Management Member (as defined in the LLC Agreement), at any time after (whether prior to or after the IPO) such Person ceases to be employed by, or otherwise engaged to provide services to, the Corporation, the Company or the Subsidiaries for any reason (including because of death or disability), provided thatand, for the avoidance of doubt, with respect to foregoing clause (C), a Member shall not be required to Exchange any unvested Company Units or Company Units that are required to be forfeited, canceled or returned to the Company pursuant to the Equity Incentive Plans (as defined in the LLC Agreement) or any other agreement to which effective if such Member is a party. (ii) Notwithstanding anything to the contrary in the foregoing clause (i), a Company Unitholder shall not be required to Exchange such Company Unitholder’s Company Units and shares of Class B Common Stock pursuant to clause (A) or clause (B) of the foregoing clause (i) unless (I) the sum of the amount of (x) if applicable, cash to be received by such Member as consideration in any Change of Control with respect to is not consummated). To effect the delivery of such shares of Class A Common Stock for which such Company Unitholder’s Company Units are to be Exchanged, (y) the after-tax benefit to the Company Unitholder of all cash amounts payable to such Member under the Tax Receivable Agreement, and (z) any cash advance made to such Member by the Company or the Corporation for the purpose of paying such Member’s tax liability attributable to the Exchange (which advance may, by its terms, require that it be repaid in full upon the sale by such Member of the rights or securities received by such Member in the Exchange), in each case within sixty (60) days of the Change of Control, is sufficient to pay such Member’s tax liability (taking into account any withholding) attributable to the Exchange, or (II) in the case of clause (B) of the foregoing clause (i)Stock, the Corporation elects shall: (x) deliver or cause to Exchange all be delivered at the offices of such Company Unitholder’s Company Units the then-acting registrar and shares transfer agent of the Class B A Common Stock in consideration for (or, if there is no then-acting registrar and transfer agent of the issuance by Class A Common Stock, at the Corporation to principal executive offices of the Corporation) such Company Unitholder of a number of shares of Class A Common Stock that is equal to Stock, registered in the product name of the number of Company Units surrendered multiplied relevant Holding Unitholder (or in such other name as is requested in writing by a rate equal to 110% of the Exchange Rate. The election of the Corporation pursuant to clause (II) of the preceding sentence shall be at the sole discretion of the Corporation upon the approval thereof by a majority of the directors of the Corporation that do not have an interest such Holding Unitholder), in the Company Units being Exchangedcertificated or uncertificated form, and such election as may be made with respect to Exchanges requested by certain Company Unitholders without being made with respect to Exchanges by other Company Unitholders. For purposes of this provisionthe such Holding Unitholder, securities that are received in a Change of Control with respect to or (y) if the Class A Units or Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of such Holding Unitholder, use its reasonable best efforts to deliver the shares of Class A Common Stock for which they are exchanged and which may be sold into through the public market without restriction as facilities of The Depository Trust Company, to timing or volume (including, without limitation, restrictions as a result the account of securities laws or applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies or blackout periods) the participant of The Depository Trust Company designated by a Member as the holder such Holding Unitholder. The Corporation shall provide written notice of such securities immediately following the an expected Change of Control shall be deemed to be cash consideration received by such Member. For purposes of this provision, all Holding Unitholders within the “after-tax benefit” of a payment to a Person means (i) the amount of such payment, minus (ii) the federal, state, and local income tax liability of such Person resulting from that Person’s receipt earlier of (or entitlement to receivex) such payment, which income tax liability will be determined by five days following the Corporation in good faith by assuming the receipt of such payment is fully taxable to the recipient (without any offsets of any tax attributes), taking into account the identity execution of the recipient and the character of the income resulting from such payment. (iii) The Corporation shall exercise its right to require an Exchange of Company Units as set forth in Section 2.1(b)(i) by delivering to the Company Unitholder written notice of such election and the date the Exchange shall be deemed to occur, which date may not be earlier than the date of such written notice (the “Mandatory Exchange Date”), provided that agreement with respect to any Change of Control, such date may be described as immediately prior to the occurrence of a Change of Control and the Corporation shall use commercially reasonable efforts to provide such notice at least (y) ten (10) calendar days before the proposed date upon which the contemplated Change of Control is to be effected. From , indicating in such notice such information as may reasonably describe the Change of Control transaction, subject to applicable law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and after types of consideration to be paid for LLC Units or shares of Class A Common Stock, as applicable, in the Mandatory Exchange DateChange of Control (which consideration shall (subject to the last sentence of this Section 2.1(b)(i)) be identical whether paid for LLC Units or shares of Class A Common Stock, (x) the Company in accordance with Section 2.4(a)), any election with respect to types of consideration that a holder of LLC Units or shares of Class A Common Stock, as applicable, shall be deemed entitled to make in connection with the Change of Control, the percentage of total LLC Units or shares of Class A Common Stock, as applicable, to be transferred to the Acquirer by all shareholders in the Change of Control, and the number of Class B Units and Class C Non-Voting Units held by each Holding Unitholder that the Corporation on the Mandatory Exchange Date, (y) the Company Unitholder shall cease intends to have any rights with respect to the Company Units other than the right to receive require be Exchanged for shares of Class A Common Stock in connection with the Change of Control. The Corporation shall update such notice from time to time to reflect any material changes to such notice. The Corporation may satisfy any such notice and update requirements described in the preceding two sentences by providing such information on a Form 8-K, Schedule TO, Schedule 14D-9 or similar form filed with the SEC. Notwithstanding anything to the contrary in this Agreement, upon notice to the Corporation, Fifth Third Bank and its Affiliates shall not be required to accept as consideration in connection with any Change of Control (x) any equity securities or other consideration that Fifth Third Bank or its Affiliates (and any Holding Unitholder subject to Applicable Banking Laws) are not permitted to own pursuant to Section 2.1(b)(iApplicable Banking Laws, (y) securities or other consideration the ownership of which is not permitted (either through denial or not having been acted upon compliance with in a reasonable time frame by the relevant Governmental Entity) after Fifth Third Bank or its obligations under Section 2.1(b)(iv) and Affiliates have sought any required regulatory approval from any Government Entity, (z) all shares securities or other consideration that would cause Fifth Third Bank or its Affiliates to be deemed, directly or indirectly, to control, for purposes of Class B Common Stock held of record by such Company Unitholder shall automatically be deemed cancelled without Applicable Banking Laws, any action on the part of any Person. (iv) On “depository institution” or prior to the Mandatory Exchange Date (or if less than ten (10) calendar days’ notice “depository institution holding company” as defined in Section 3 of the Mandatory Exchange Date is given, within five FDIA (512 U.S.C. § 1813) Business Days of such notice), the Company Unitholder shall deliver during normal business hours at the principal executive offices or any “bank” as defined in Section 2 of the Corporation: BHCA (A) an Exchange Notice, duly executed by such Company Unitholder, (B) any certificates representing all Company Units held by the Company Unitholder, (C) all stock certificates representing all shares of Class B Common Stock issued to the Company Unitholder according to the books and records of 12 U.S.C. § 1841); provided that the Corporation and Holding shall be entitled to deliver to Fifth Third Bank and its Affiliates (D) if the Corporation or the Company requires the delivery of the certification contemplated by Section 2.4(bany Holding Unitholder subject to Applicable Banking Laws), in which case Fifth Third Bank and its Affiliates or such certification or written notice from Holding Unitholder shall accept, in lieu of any such Company Unitholder that it is unable to provide securities, cash consideration having the same fair market value (as determined in good faith by the Corporation’s Board of Directors) as such certificationsecurities.