Common use of Payment for Units Clause in Contracts

Payment for Units. If at any time Dairy Holdings elects or is required to purchase any Units pursuant to Section 7, Dairy Holdings shall pay the purchase price for the Units it purchases (i) first, by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if such cash payment would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by Dairy Holdings' delivery of preferred units of Dairy Holdings with a liquidation preference equal to the balance of the purchase price; which preferred units shall accrue yield annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which yield shall be payable at maturity or upon payment of distributions by Dairy Holdings (other than tax distributions). Each such preferred unit shall as of its issuance be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company or Holdings (or their successors) (to the extent allowed by the underwriters of such IPO), or (iii) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings or its unitholders (other than proceeds required to be paid to Holdings); to the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued yield on the preferred units. If a yield is required to be paid on any preferred units prior to maturity and any Cash Deferral Conditions exist, such yield may be cumulated and accrued until and to the extent that such prohibition no longer exists.

Payment for Units. If at any time Dairy Holdings Investors elects or is required to purchase any Units pursuant to Section 7, Dairy Holdings Investors shall pay the purchase price for the Units it purchases (i) first, by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings Investors (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy HoldingsInvestors' delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if such cash payment would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company Investors or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by Dairy HoldingsInvestors' delivery of preferred units of Dairy Holdings Investors with a liquidation preference equal to the balance of the purchase price; which preferred units shall accrue yield annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which yield shall be payable at maturity or upon payment of distributions by Dairy Holdings Investors (other than tax distributions). Each such preferred unit shall as of its issuance be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company or Holdings (or their successors) (to the extent allowed by the underwriters of such IPO), or (iii) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings Investors or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued yield on the preferred units. If a yield is required to be paid on any preferred units prior to maturity and any Cash Deferral Conditions exist, such yield may be cumulated and accrued until and to the extent that such prohibition no longer exists.

Payment for Units. If at any time Dairy Holdings Investors elects or is required to purchase any Units pursuant to Section 7, Dairy Holdings Investors shall pay the purchase price for the Units it purchases (i) first, by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings Investors (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy HoldingsInvestors' delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if such cash payment would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company Investors or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by Dairy HoldingsInvestors' delivery of preferred units of Dairy Holdings Investors with a liquidation preference equal to the balance of the purchase price; which preferred units shall accrue yield annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which yield shall be payable at maturity or upon payment of distributions by Dairy Holdings Investors (other than tax distributions). Each such preferred unit shall as of its issuance be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company or Holdings (or their successors) (to the extent allowed by the underwriters of such IPO), or (iii) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings Investors or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash noncash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued yield on the preferred units. If a yield is required to be paid on any preferred units prior to maturity and any Cash Deferral Conditions exist, such yield may be cumulated and accrued until and to the extent that such prohibition no longer exists.

Payment for Units. If at any time Dairy Holdings Investors elects or is required to purchase any Units pursuant to Section 75, Dairy Holdings Investors shall pay the purchase price for the Units it purchases (i) first, by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings Investors (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy HoldingsInvestors' delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if such cash payment would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company Investors or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by Dairy HoldingsInvestors' delivery of preferred units of Dairy Holdings Investors with a liquidation preference equal to the balance of the purchase price; which preferred units shall accrue yield annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which yield shall be payable at maturity or upon payment of distributions by Dairy Holdings Investors (other than tax distributions). Each such preferred unit shall as of its issuance be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company or Holdings (or their successors) (to the extent allowed by the underwriters of such IPO), or (iii) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings Investors or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued yield on the preferred units. If a yield is required to be paid on any preferred units prior to maturity and any Cash Deferral Conditions exist, such yield may be cumulated and accrued until and to the extent that such prohibition no longer exists.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 75, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings the Company (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’ delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that the Company shall not be required to make such cash payment if such cash payment would result in (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property property, or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution (any such restriction, a “Payment Restriction”). If such a Payment Restriction exists, the Company will use all commercially reasonable efforts to cause the party to whom the obligation is owed giving rise to such Payment Restriction to waive such Payment Restriction so that such cash payment may be made or, if no party is involved in such restriction, to otherwise eliminate such Payment Restriction; provided that the Company shall not have any obligation to make a payment to any party or to modify any agreement, contract or other arrangement in a manner that is adverse to the Company or any of its subsidiaries in order to eliminate such restriction. The Company will use its reasonable discretion to determine the timing of such request or requests to waive or remove such Payment Restriction. If such Payment Restriction is not waived or removed or if the Executive’s employment is terminated by the Company for Cause, at the Company’s election, the Company may pay such purchase price in the form of a junior subordinated note of the Company (a “Junior Subordinated Note”) (or partially in cash, to the extent such partial cash payment is not so prohibited) bearing interest at (A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by Dairy Holdings' delivery of preferred units of Dairy Holdings with a liquidation preference rate equal to the balance of the purchase price; which preferred units shall accrue yield annually at the "“prime rate" ” (as published in The Wall Street Journal on the date of issuance) plus two basis points, which yield shall be payable compounded annually, if the Executive’s employment was terminated for the reasons set forth in Section 5.4(a)(i) or 5.4(a)(ii), or (B) at maturity or upon payment of distributions by Dairy Holdings (other than tax distributionsthe Applicable Federal Rate, compounded annually, if Executive’s employment was terminated for the reasons set forth in Section 5.4(a)(iii). Each such preferred unit shall as of its issuance be deemed to have basic contributions made The principal and interest with respect to such unit equal note shall be payable within a 10 business day period after the earliest to occur of (Aw) the portion of the cash payment paid by the issuance of date on which such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition which prompted their issuance Payment Restriction no longer exists, (iix) upon consummation of an IPO the date of the initial Public Offering, (y) the date on which the Company or Holdings makes a distribution pursuant to Section 4.1 of the LLC Agreement (or their successors) (to the extent allowed by the underwriters of such IPOother than a tax distribution), or (iiiz) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings the Company or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the preferred units Junior Subordinated Note shall be cancelled in exchange for such other non-cash consideration received by unitholders in the Sale of the Company having a fair market value Fair Market Value equal to the principal of and accrued yield interest on the preferred unitsnote. If a yield is required to be paid The principal of and accrued interest on any preferred units prior to maturity and any Cash Deferral Conditions exist, such yield note may be cumulated and accrued until and prepaid in whole or in part at any time at the option of the Company. In the event a Junior Subordinated Note is issued in respect of the purchase price for any Units purchased by the Company pursuant to Section 5, the Company shall grant to the extent that Executive a first priority security interest in such prohibition no longer existsUnits as collateral security for the prompt and complete payment when due of the note and the interest thereon, and shall use commercially reasonable efforts to assist the Executive to perfect such security interest in the Units.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 75, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings the Company (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’ delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, price (if any, ) against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that the Company shall not be required to make such cash payment if such cash payment would result in (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property property, or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution (any such restriction, a “Payment Restriction”). If such a Payment Restriction exists, the Company will use all commercially reasonable efforts to cause the party to whom the obligation is owed giving rise to such Payment Restriction to waive such Payment Restriction so that such cash payment may be made or, if no party is involved in such restriction, to otherwise eliminate such Payment Restriction; provided that the Company shall not have any obligation to make a payment to any party or to modify any agreement, contract or other arrangement in a manner that is material and adverse to the Company or any of its subsidiaries in order to eliminate such restriction. The Company will use its reasonable discretion to determine the timing of such request or requests to waive or remove such Payment Restriction. If such Payment Restriction is not waived or removed or if the Executive’s employment is terminated by the Company for Cause, at the Company’s election, the Company may pay such purchase price in the form of a junior subordinated note of the Company (a “Junior Subordinated Note”) (or partially in cash, to the extent such partial cash payment is not so prohibited) bearing interest at (A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by Dairy Holdings' delivery of preferred units of Dairy Holdings with a liquidation preference rate equal to the balance of the purchase price; which preferred units shall accrue yield annually at the "“prime rate" ” (as published in The Wall Street Journal on the date of issuance) plus two basis points, which yield shall be payable compounded annually, if the Executive’s employment was terminated for the reasons set forth in Section 5.1(a)(i) or 5.1(a)(ii) and the Company exercises its repurchase option pursuant to Section 5.1, or (B) at maturity or upon payment of distributions by Dairy Holdings (other than tax distributions)the Applicable Federal Rate, compounded annually, if Executive’s employment was terminated for the reasons set forth in Section 5.1(a)(iii) and the Company exercises its repurchase option pursuant to Section 5.1. Each such preferred unit shall as of its issuance be deemed to have basic contributions made The principal and interest with respect to such unit equal note shall be payable within a 10 business day period after the earliest to occur of (Aw) the portion of the cash payment paid by the issuance of date on which such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition which prompted their issuance Payment Restriction no longer exists, (iix) upon consummation of an IPO the date of the initial Public Offering, (y) the date on which the Company or Holdings makes a distribution pursuant to Section 4.1 of the LLC Agreement (or their successors) (to the extent allowed by the underwriters of such IPOother than a tax distribution), or (iiiz) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings the Company or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the preferred units Junior Subordinated Note shall be cancelled in exchange for such other non-cash consideration received by unitholders in the Sale of the Company having a fair market value Fair Market Value equal to the principal of and accrued yield interest on the preferred unitsnote. If a yield is required to be paid The principal of and accrued interest on any preferred units prior to maturity and any Cash Deferral Conditions exist, such yield note may be cumulated and accrued until and prepaid in whole or in part at any time at the option of the Company. In the event a Junior Subordinated Note is issued in respect of the purchase price for any Units purchased by the Company pursuant to Section 5, the Company shall grant to the extent that Executive a first priority security interest in such prohibition no longer existsUnits as collateral security for the prompt and complete payment when due of the note and the interest thereon, and shall use commercially reasonable efforts to assist the Executive to perfect such security interest in the Units.

Payment for Units. If at any time Dairy Holdings Investors elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings Investors shall pay the purchase price for the Units it purchases (i) first, by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings Investors (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' Investors’ delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if such cash payment would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company Investors or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "“Cash Deferral Conditions"”), the portion of the cash payment so affected may be made by Dairy Holdings' Investors’ delivery of preferred units of Dairy Holdings Investors with a liquidation preference equal to the balance of the purchase price; which preferred units shall accrue yield annually at the "“prime rate" ” published in The Wall Street Journal on the date of issuance, which yield shall be payable at maturity or upon payment of distributions by Dairy Holdings Investors (other than tax distributions). Each such preferred unit shall as of its issuance be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO a Public Offering of the Company or Holdings Xxxxxxx Foods Holdings, Inc. (or their successors) (to the extent allowed by the underwriters of such IPOPublic Offering), or (iii) upon a Sale of the Company Change in Control from net cash proceeds, if any, payable to Dairy Holdings Investors or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company Change in Control having a fair market value equal to the principal of and accrued yield on the preferred units. If a yield is required to be paid on any preferred units prior to maturity and any Cash Deferral Conditions exist, such yield may be cumulated and accrued until and to the extent that such prohibition no longer exists.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from the Executive to Dairy Holdings the Company or any of its Subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Executive’s Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments instruments, if any, representing the Units so purchased, duly endorsed; provided that if such cash payment would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or the conditions set forth in Section 5.1 exists (B) after giving effect thereto, each a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "“Cash Deferral Conditions"Payment Restriction”), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company’s delivery of preferred units a junior subordinated promissory note (which shall be subordinated and subject in right of Dairy Holdings with payment to the prior payment of any debt outstanding under the senior financing agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a liquidation preference “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price; which preferred units shall accrue yield annually , payable within sixty (60) days after the Cash Payment Restriction no longer exists, and bearing interest payable (and compounded to the extent not so paid) as of the last day of each year at the "prime short-term “applicable Federal rate" published ” (as defined in The Wall Street Journal Section 1274 of the Code), and all such accrued and unpaid interest payable on the date of issuance, which yield shall be payable at maturity or upon the payment of distributions by Dairy Holdings principal (other than tax distributionsor, if applicable, the last installment of principal). Each such preferred unit shall as of its issuance , with payments to be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued applied in the repurchaseorder of: first to any enforcement costs incurred by Executive or Executive’s Group, second to interest and third to principal. Any such preferred units issued The Company shall be promptly redeemed have the rights set forth in clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings (or their successors) (to not the extent allowed by the underwriters member of Executive’s Group selling such IPO), or (iii) upon a Sale Units is an obligor of the Company from net cash proceedsCompany. The principal of, if anyand accrued interest on, payable to Dairy Holdings any such Junior Subordinated Note may be prepaid in whole or its unitholders (other than proceeds required to be paid to Holdings); to in part at any time at the option of the Company. To the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and is restricted from paying accrued yield on the preferred units. If a yield interest, that is required to be paid on any preferred units Junior Subordinated Note prior to maturity and maturity, due to the existence of any Cash Deferral Conditions existPayment Restriction, such yield may interest shall be cumulated cumulated, compounded annually, and accrued until and to the extent that such prohibition Cash Payment Restriction no longer exists, at which time such accrued interest shall be paid within sixty (60) days after the Cash Payment Restriction no longer exists. Notwithstanding any other provision in this Agreement, the Company may elect to pay the purchase price hereunder in shares or other equity securities of one of its respective direct or indirect Subsidiaries with a fair market value equal to the applicable purchase price; provided, that such Subsidiary promptly repurchases such shares or other equity securities for cash equal to the applicable purchase price or a Junior Subordinated Note with a principal amount equal to the applicable purchase price.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from the Executive to Dairy Holdings the Company or any of its Subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Executive’s Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if any of the conditions set forth in Section 5.1(a) exists which prohibits such cash payment would (either directly or indirectly as a result (A) in of the prohibition of a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, related cash dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"distribution), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company’s delivery of preferred units a junior subordinated promissory note (which shall be subordinated and subject in right of Dairy Holdings with payment to the prior payment of any debt outstanding under the Senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a liquidation preference “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price; which preferred units shall accrue yield annually , payable (x) in the event of a termination of employment referenced in Section 4.2(a)(i), (ii) or (iv), within ten days after the conditions set forth in Section 5.1(a) no longer exist, but maturing in all events not later than the fifth anniversary of the date of issuance thereof, or (y) in the event of a termination of employment referenced in Section 4.2(a)(iii), on the fifth anniversary of the issuance thereof, and bearing interest payable (and compounded to the extent not so paid) as of the last day of each calendar quarter at the "prime rate" published rate as reported from time to time in The Wall Street Journal (electronic edition), less two hundred basis points, and all such accrued and unpaid interest payable on the date of issuance, which yield shall be payable at maturity or upon the payment of distributions principal (or, if applicable, the last installment of principal), with payments to be applied in the order of: first to any enforcement costs incurred by Dairy Holdings (other than tax distributionsthe Executive or the Executive’s Group, second to interest and third to principal. Subject to the conditions on payment under Section 5.1(a), the Company shall use its best efforts to repurchase Units pursuant to Section 4.1(a) or Section 4.2(a)(i), Section 4.2(a)(ii) or Section 4.2(a)(iv) with cash and/or to prepay any Junior Subordinated Notes issued in connection with a repurchase of Units pursuant to Section 4.1(a) or Section 4.2(a)(i), Section 4.2(a)(ii) or Section 4.2(a)(iv). Each such preferred unit The Company shall as of its issuance be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued right set forth in the repurchase. Any such preferred units issued shall be promptly redeemed clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings not the member of the Executive’s Group selling such Units is an obligor of the Company. Any Junior Subordinated Note (or their successorsincluding interest accrued thereon) (to the extent allowed by the underwriters of such IPO), or (iii) shall become immediately payable upon a Sale Change of the Company Control from net cash proceeds, if any, payable to Dairy Holdings the Company or its unitholders (other than proceeds required unitholders, in priority over any payments to be paid to Holdings)unitholders; provided, to the extent that sufficient net cash proceeds are not so payable, the preferred units Junior Subordinated Note shall be cancelled in exchange for such other non-cash consideration received by distributable to unitholders in the Sale Change of the Company Control, in priority over such distributions of non-cash consideration distributable to unitholders, having a fair market value Fair Market Value equal to the principal of and accrued yield interest on the preferred Junior Subordinated Note. Any Junior Subordinated Note (including interest accrued thereon) also shall become immediately payable upon the consummation of an initial Public Offering, in priority over any proceeds receivable upon a sale or redemption of units (or shares received upon the redemption or conversion of units) of unitholders in connection with such initial Public Offering. If a yield The principal of and accrued interest on any such Junior Subordinated Note issued following an election under Section 4.1(a)(iii) may be prepaid in whole or in part at any time at the option of the Company (it being understood that the principal and interest on such Junior Subordinated Note issued following an election under Section 4.1(a), other than Section 4.1(a)(iii), shall be paid within ten days after the restrictions under Section 5.1(a) no longer exist). To the extent that the Company is prohibited from paying accrued interest, that is required to be paid on any preferred units Junior Subordinated Note prior to maturity and maturity, due to the existence of any Cash Deferral Conditions existof the conditions set forth in Section 5.1(a)(i) or (ii), such yield may interest shall be cumulated cumulated, compounded calendar quarterly, and accrued until and to the extent that such prohibition no longer exists, at which time such accrued interest shall be immediately paid.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from the Executive to Dairy Holdings the Company or any of its Subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Executive’s Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments instruments, if any, representing the Units so purchased, duly endorsed; provided that if (x) any of the conditions set forth in Section 5.1 exists or (y) such cash payment purchase of Units would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default each case which prohibits such purchase, cash payment (either directly or indirectly as a result of the prohibition of a related cash dividend or distribution distribution) ((A) through (C) collectively the "each a “Cash Deferral Conditions"Payment Restriction”), the portion of the cash payment so affected prohibited may be made with respect to the exercise of any Put Right, to the extent such payment is not prohibited, by Dairy Holdings' the Company’s delivery of preferred a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of any debt outstanding under the senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness provided that no dividends, distributions or payments shall be made with respect to the Company’s Class A units prior to payment in full of Dairy Holdings with the Junior Subordinated Note (as defined) of the Company (a liquidation preference “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price; which preferred units shall accrue yield annually , payable within ten days after the Cash Payment Restriction no longer exists, and bearing interest payable (and compounded to the extent not so paid) as of the last day of each year at the "prime rate" published in The Wall Street Journal interest rate payable under the senior financing credit facilities of the Company or its Subsidiaries (as applicable) from time to time, and all such accrued and unpaid interest payable on the date of issuancethe payment of principal (or, if applicable, the last installment of principal), with payments to be applied in the order of: (A) first to any enforcement costs incurred by Executive or Executive’s Group, (B) second to interest and (C) third to principal (provided that the applicable member of Executive’s Group may reject (by delivery of a written notice at the closing of the purchase and sale) the delivery of a Junior Subordinated Note as the purchase price in the case of Section 4.1(a), in which yield case the Put Right shall be payable at maturity or upon extended until the 90th day following delivery of written notice from the Company to Executive’s Group that the Cash Payment Restriction has lapsed, unless the Company agrees to arrange for alternative payment of distributions by Dairy Holdings (other than tax distributionsthe applicable purchase price in cash). Each In the event that a Cash Payment Restriction exists as a result of a Financing Default and the Company or its Subsidiaries is refinancing, modifying, reviewing, extending, replacing or refunding the indebtedness that resulted in the Financing Default then the Company shall use commercially reasonable efforts to cause such preferred unit shall as of its issuance be deemed refinanced, modified, reviewed, extended, replaced or refunded indebtedness not to have basic contributions made include any terms that would result in a Financing Default with respect to such unit equal to (A) the portion of payment for the cash payment paid by Units as contemplated herein. The Company shall have the issuance of such preferred units divided by (B) the number of preferred units so issued right set forth in the repurchase. Any such preferred units issued shall be promptly redeemed clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings (or their successors) (to not the extent allowed by the underwriters member of Executive’s Group selling such IPO), or (iii) upon a Sale Units is an obligor of the Company from net cash proceedsCompany. The principal of, if anyand accrued interest on, payable to Dairy Holdings any such Junior Subordinated Note may be prepaid in whole or its unitholders (other than proceeds required to be paid to Holdings); to in part at any time at the option of the Company. To the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and is prohibited from paying accrued yield on the preferred units. If a yield interest, that is required to be paid on any preferred units Junior Subordinated Note prior to maturity and maturity, due to the existence of any Cash Deferral Conditions existPayment Restriction, such yield may interest shall be cumulated cumulated, compounded calendar quarterly, and accrued until and to the extent that such prohibition Cash Payment Restriction no longer exists, at which time such accrued interest shall be immediately paid. Notwithstanding any other provision in this Agreement, the Company may elect to pay the purchase price hereunder in shares or other equity securities of one of its direct or indirect Subsidiaries with a fair market value equal to the applicable purchase price, provided that such Subsidiary promptly repurchases such shares or other equity securities for cash equal to the applicable purchase price or a Junior Subordinated Note (if otherwise permissible hereunder) with a principal amount equal to the applicable purchase price.

Payment for Units. If at any time Dairy Holdings elects or is required to purchase any The aggregate Unit Purchase Price for Warrant Units pursuant to Section 7, Dairy Holdings shall pay the purchase price for the Units it purchases being purchased hereunder may be paid either (ia) first, in cash by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' delivery of a check or wire transfer of immediately available funds for the remainder lawful tender of the purchase priceUnited States, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if such cash payment would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (Cb) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"), the portion fair market value of the cash payment so affected may be made by Dairy Holdings' delivery of preferred units of Dairy Holdings with a liquidation preference equal to the balance of the purchase price; which preferred units shall accrue yield annually at the "prime rate" published in The Wall Street Journal one Warrant Unit on the date of issuanceexercise is greater than the then applicable Unit Purchase Price, which yield shall be payable at maturity or upon payment by surrender of distributions by Dairy Holdings (other than tax distributions). Each such preferred unit shall as of its issuance be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the a number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition Warrant Units which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company or Holdings (or their successors) (to the extent allowed by the underwriters of such IPO), or (iii) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings or its unitholders (other than proceeds required to be paid to Holdings); to the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having have a fair market value equal to the principal aggregate purchase price of and accrued yield the Warrant Units being purchased (“Net Issuance”) as determined herein, or (c) any combination of the foregoing. If the Holder elects the Net Issuance method of payment, the Company shall issue to the Holder upon exercise a number of Warrant Units determined in accordance with the following formula: A where: X = the number of Warrant Units to be issued to the Holder; Y = the number of Warrant Units with respect to which the Holder is exercising its purchase rights under this Warrant; A = the fair market value of one Warrant Unit on the preferred unitsdate of exercise; and B = the Unit Purchase Price. If For purposes of this Warrant, the “fair market value” of one Warrant Unit shall mean (i) if the date of exercise of this Warrant is after the commencement of trading of the Common Units on a yield is required to be paid on any preferred units securities exchange or over-the-counter quotation system but prior to maturity the closing of the initial public offering of the Common Units pursuant to a registration statement filed and any Cash Deferral Conditions existdeclared effective under the Securities Act (as defined below) (the “IPO”), such yield may be cumulated and accrued until and the price per Common Unit to the extent that public set forth on the final prospectus relating to the IPO, multiplied by the number of Common Units into which each Warrant Unit is then convertible, (ii) if the Common Units are then traded on a securities exchange, the average of the closing prices of such prohibition Common Units on such exchange over the thirty (30) calendar day period (or portion thereof) ending three (3) days prior to the date of exercise of this Warrant, multiplied by the number of Common Units into which each Warrant Unit is then convertible, (iii) if the Common Units are then regularly traded on an over-the-counter quotation system, the average of the closing sale prices or secondarily the closing bid prices of such Common Units over the thirty (30) calendar day period (or portion thereof) ending three (3) days prior to the date of exercise of this Warrant, multiplied by the number of Common Units into which each Warrant Unit is then convertible, or (iv) if there is no longer existsactive public market for the Common Units, the fair market value of one Warrant Unit as determined in good faith by the Board of Managers or equivalent body of the Company (which determination shall include the approval of at least two (2) of the CLNE Managers (as defined in the Company’s Limited Liability Company Agreement)).

Payment for Units. If at any time Dairy Holdings elects The purchase price of Units to be purchased by the Company (or is required to purchase any Units its designee) or Affiliate Corp. pursuant to Section 7this Article XI will be paid by (a) at the Company's option, Dairy Holdings shall pay the purchase price for cancellation of Indebtedness owing from the Units it purchases (i) first, by offsetting indebtednessManagement Member to the Company or any of its Subsidiaries, if any, owing from the Executive to Dairy Holdings (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (iib) then, then by Dairy Holdings' the Company's delivery of a bank cashier's check or wire transfer of immediately available funds certified check for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsedDuly Endorsed; provided that if in the event (x) that the Company does not have sufficient cash flow to finance the payment of such cash payment would purchase price referred to in clause (b) above, as determined in good faith by the Board, or (y) that the Company is not permitted, as a result (A) in of a violation Violation or pursuant to the provisions of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to Indebtedness of the Company or any of its subsidiaries or Subsidiaries, to pay cash in payment of such purchase price referred to in clause (b) above, but is permitted, pursuant thereto and pursuant to all other credit obligations of the Company, to issue a Management Repurchase Note substantially in the form attached hereto as Exhibit A, then, in any of such events, the Company (or its or their property or (Bdesignee) after giving effect theretomay, a Financing Defaultat its option, or (C) if the Board determines in good faith that immediately prior to pay for such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively price with the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by Dairy Holdings' delivery of preferred units of Dairy Holdings with a liquidation preference junior, subordinated promissory note bearing interest at an annual rate equal to the balance applicable federal rate as published by the Internal Revenue Service for the month in which such note is issued, compounded annually, due on the fifth anniversary of the date of issuance thereof (or such later date as may be required by any financing agreement to which the Company is a party, Violation or Financing Default) for the remainder of the purchase price; which preferred units shall accrue yield annually at , if any (such promissory note, the "prime rate" published in The Wall Street Journal on the date of issuance, which yield shall be payable at maturity or upon payment of distributions by Dairy Holdings (other than tax distributionsMANAGEMENT REPURCHASE NOTE"). Each such preferred unit The Company (or its designee) shall as of its issuance be deemed to have basic contributions made with respect to such unit equal to the rights set forth in subsections (Aa) the portion and (b) of the cash payment paid by first sentence of this Section 11.4 whether or not any Permitted Transferee(s) of the issuance of such preferred units divided by (B) Management Member owing amounts to the number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition which prompted their issuance no longer existsCompany or its Subsidiaries, (ii) upon consummation of if applicable, is itself an IPO obligor of the Company or Holdings (or their successors) (to the extent allowed by the underwriters of such IPO), or (iii) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings or its unitholders (other than proceeds required to be paid to Holdings); to the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued yield on the preferred units. If a yield is required to be paid on any preferred units prior to maturity and any Cash Deferral Conditions exist, such yield may be cumulated and accrued until and to the extent that such prohibition no longer existssubsidiaries.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from the Executive to Dairy Holdings the Company or any of its Subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Executive’s Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments instruments, if any, representing the Units so purchased, duly endorsed; provided that if (x) any of the conditions set forth in Section 5.1 exists or (y) such cash payment purchase of Units would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default each case which prohibits such purchase, cash payment (either directly or indirectly as a result of the prohibition of a related cash dividend or distribution distribution) ((A) through (C) collectively the "each a “Cash Deferral Conditions"Payment Restriction”), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company’s delivery of preferred units a junior subordinated promissory note (which shall be subordinated and subject in right of Dairy Holdings with payment to the prior payment of any debt outstanding under the senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a liquidation preference “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price; which preferred units shall accrue yield annually , payable within ten days after the Cash Payment Restriction no longer exists, and bearing interest payable (and compounded to the extent not so paid) as of the last day of each year at the "prime rate" published in The Wall Street Journal interest rate payable under the senior financing credit facilities of the Company or its Subsidiaries (as applicable) from time to time, and all such accrued and unpaid interest payable on the date of issuance, which yield shall be payable at maturity or upon the payment of distributions by Dairy Holdings principal (other than tax distributionsor, if applicable, the last installment of principal). Each such preferred unit shall as of its issuance , with payments to be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued applied in the repurchaseorder of: first to any enforcement costs incurred by Executive or Executive’s Group, second to interest and third to principal. Any such preferred units issued The Company shall be promptly redeemed have the right set forth in clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings (or their successors) (to not the extent allowed by the underwriters member of Executive’s Group selling such IPO), or (iii) upon a Sale Units is an obligor of the Company from net cash proceedsCompany. The principal of, if anyand accrued interest on, payable to Dairy Holdings any such Junior Subordinated Note may be prepaid in whole or its unitholders (other than proceeds required to be paid to Holdings); to in part at any time at the option of the Company. To the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and is prohibited from paying accrued yield on the preferred units. If a yield interest, that is required to be paid on any preferred units Junior Subordinated Note prior to maturity and maturity, due to the existence of any Cash Deferral Conditions existPayment Restriction, such yield may interest shall be cumulated cumulated, compounded calendar quarterly, and accrued until and to the extent that such prohibition Cash Payment Restriction no longer exists, at which time such accrued interest shall be immediately paid. Notwithstanding any other provision in this Agreement, the Company may elect to pay the purchase price hereunder in shares or other equity securities of one of its direct or indirect Subsidiaries with a fair market value equal to the applicable purchase price, provided that such Subsidiary promptly repurchases such shares or other equity securities for cash equal to the applicable purchase price or a Junior Subordinated Note (if otherwise permissible hereunder) with a principal amount equal to the applicable purchase price.

Payment for Units. If at any time Dairy Holdings Investors elects or is required to --- ----------------- purchase any Units pursuant to Section 7, Dairy Holdings Investors shall pay the purchase price --------- for the Units it purchases (i) first, by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings Investors (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy HoldingsInvestors' delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if --------- such cash payment would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company Investors or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by Dairy HoldingsInvestors' delivery of preferred units of Dairy Holdings Investors with a liquidation preference equal to the balance of the purchase price; which preferred units shall accrue yield annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which yield shall be payable at maturity or upon payment of distributions by Dairy Holdings (other than tax distributions)Investors. Each such preferred unit shall as of its issuance be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the ---------- number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company or Holdings (or their successors) (to the extent allowed by the underwriters of such IPO), or (iii) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings Investors or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued yield on the preferred units. If a yield is required to be paid on any preferred units prior to maturity and any Cash Deferral Conditions exist, such yield may be cumulated and accrued until and to the extent that such prohibition no longer exists.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from the Executive to Dairy Holdings the Company or any of its Subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Executive’s Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments instruments, if any, representing the Units so purchased, duly endorsed; provided that if (x) any of the conditions set forth in Section 5.1 exists or (y) such cash payment purchase of Units would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default each case which prohibits such purchase, cash payment (either directly or indirectly as a result of the prohibition of a related cash dividend or distribution distribution) ((A) through (C) collectively the "each a “Cash Deferral Conditions"Payment Restriction”), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company’s delivery of preferred a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of any debt outstanding under the senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness); provided that no dividends, distributions or payments shall be made with respect to the Company’s Class A units prior to payment in full of Dairy Holdings with the Junior Subordinated Note (as defined) of the Company of the Company (a liquidation preference “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price; which preferred units shall accrue yield annually , payable within ten days after the Cash Payment Restriction no longer exists, and bearing interest payable (and compounded to the extent not so paid) as of the last day of each year at the "prime rate" published in The Wall Street Journal interest rate payable under the senior financing credit facilities of the Company or its Subsidiaries (as applicable) from time to time, and all such accrued and unpaid interest payable on the date of issuance, which yield shall be payable at maturity or upon the payment of distributions principal (or, if applicable, the last installment of principal), with payments to be applied in the order of: (A) first to any enforcement costs incurred by Dairy Holdings Executive or Executive’s Group, (other than tax distributions)B) second to interest and (C) third to principal. Each In the event that a Cash Payment Restriction exists as a result of a Financing Default and the Company or its Subsidiaries is refinancing, modifying, reviewing, extending, replacing or refunding the indebtedness that resulted in the Financing Default then the Company shall use commercially reasonable efforts to cause such preferred unit shall as of its issuance be deemed refinanced, modified, reviewed, extended, replaced or refunded indebtedness not to have basic contributions made include any terms that would result in a Financing Default with respect to such unit equal to (A) the portion of payment for the cash payment paid by Units as contemplated herein. The Company shall have the issuance of such preferred units divided by (B) the number of preferred units so issued right set forth in the repurchase. Any such preferred units issued shall be promptly redeemed clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings (or their successors) (to not the extent allowed by the underwriters member of Executive’s Group selling such IPO), or (iii) upon a Sale Units is an obligor of the Company from net cash proceedsCompany. The principal of, if anyand accrued interest on, payable to Dairy Holdings any such Junior Subordinated Note may be prepaid in whole or its unitholders (other than proceeds required to be paid to Holdings); to in part at any time at the option of the Company. To the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and is prohibited from paying accrued yield on the preferred units. If a yield interest, that is required to be paid on any preferred units Junior Subordinated Note prior to maturity and maturity, due to the existence of any Cash Deferral Conditions existPayment Restriction, such yield may interest shall be cumulated cumulated, compounded calendar quarterly, and accrued until and to the extent that such prohibition Cash Payment Restriction no longer exists, at which time such accrued interest shall be immediately paid. Notwithstanding any other provision in this Agreement, the Company may elect to pay the purchase price hereunder in shares or other equity securities of one of its direct or indirect Subsidiaries with a fair market value equal to the applicable purchase price, provided that such Subsidiary promptly repurchases such shares or other equity securities for cash equal to the applicable purchase price or a Junior Subordinated Note (if otherwise permissible hereunder) with a principal amount equal to the applicable purchase price.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from Director to the Executive to Dairy Holdings Company or any of its Subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Director’s Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments instruments, if any, representing the Units so purchased, duly endorsed; provided that if (x) any of the conditions set forth in Section 5.1 exists or (y) such cash payment purchase of Units would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default each case which prohibits such purchase, cash payment (either directly or indirectly as a result of the prohibition of a related cash dividend or distribution distribution) ((A) through (C) collectively the "each a “Cash Deferral Conditions"Payment Restriction”), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company’s delivery of preferred units a junior subordinated promissory note (which shall be subordinated and subject in right of Dairy Holdings with payment to the prior payment of any debt outstanding under the senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a liquidation preference “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price; which preferred units shall accrue yield annually , payable within ten days after the Cash Payment Restriction no longer exists, and bearing interest payable (and compounded to the extent not so paid) as of the last day of each year at the "prime rate" published in The Wall Street Journal interest rate payable under the senior financing credit facilities of the Company or its Subsidiaries (as applicable) from time to time, and all such accrued and unpaid interest payable on the date of issuance, which yield shall be payable at maturity or upon the payment of distributions by Dairy Holdings principal (other than tax distributionsor, if applicable, the last installment of principal). Each such preferred unit shall as of its issuance , with payments to be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued applied in the repurchaseorder of: first to any enforcement costs incurred by Director or Director’s Group, second to interest and third to principal. Any such preferred units issued The Company shall be promptly redeemed have the right set forth in clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings (or their successors) (to not the extent allowed by the underwriters member of Director’s Group selling such IPO), or (iii) upon a Sale Units is an obligor of the Company from net cash proceedsCompany. The principal of, if anyand accrued interest on, payable to Dairy Holdings any such Junior Subordinated Note may be prepaid in whole or its unitholders (other than proceeds required to be paid to Holdings); to in part at any time at the option of the Company. To the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and is prohibited from paying accrued yield on the preferred units. If a yield interest, that is required to be paid on any preferred units Junior Subordinated Note prior to maturity and maturity, due to the existence of any Cash Deferral Conditions existPayment Restriction, such yield may interest shall be cumulated cumulated, compounded calendar quarterly, and accrued until and to the extent that such prohibition Cash Payment Restriction no longer exists, at which time such accrued interest shall be immediately paid. Notwithstanding any other provision in this Agreement, the Company may elect to pay the purchase price hereunder in shares or other equity securities of one of its direct or indirect Subsidiaries with a fair market value equal to the applicable purchase price, provided that such Subsidiary promptly offers to repurchase such shares or other equity securities for cash equal to the applicable purchase price or a Junior Subordinated Note (if otherwise permissible hereunder) with a principal amount equal to the applicable purchase price.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from Individual to the Executive to Dairy Holdings Company or any of its Subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Individual’s Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments instruments, if any, representing the Units so purchased, duly endorsed; provided that if (x) any of the conditions set forth in Section 5.1 exists or (y) such cash payment purchase of Units would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default each case which prohibits such purchase, cash payment (either directly or indirectly as a result of the prohibition of a related cash dividend or distribution distribution) ((A) through (C) collectively the "each a “Cash Deferral Conditions"Payment Restriction”), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company’s delivery of preferred units a junior subordinated promissory note (which shall be subordinated and subject in right of Dairy Holdings with payment to the prior payment of any debt outstanding under the senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a liquidation preference “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price; which preferred units shall accrue yield annually , payable within ten days after the Cash Payment Restriction no longer exists, and bearing interest payable (and compounded to the extent not so paid) as of the last day of each year at the "prime rate" published in The Wall Street Journal interest rate payable under the senior financing credit facilities of the Company or its Subsidiaries (as applicable) from time to time, and all such accrued and unpaid interest payable on the date of issuance, which yield shall be payable at maturity or upon the payment of distributions by Dairy Holdings principal (other than tax distributionsor, if applicable, the last installment of principal). Each such preferred unit shall as of its issuance , with payments to be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued applied in the repurchaseorder of: first to any enforcement costs incurred by Individual or Individual’s Group, second to interest and third to principal. Any such preferred units issued The Company shall be promptly redeemed have the right set forth in clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings (or their successors) (to not the extent allowed by the underwriters member of Individual’s Group selling such IPO), or (iii) upon a Sale Units is an obligor of the Company from net cash proceedsCompany. The principal of, if anyand accrued interest on, payable to Dairy Holdings any such Junior Subordinated Note may be prepaid in whole or its unitholders (other than proceeds required to be paid to Holdings); to in part at any time at the option of the Company. To the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and is prohibited from paying accrued yield on the preferred units. If a yield interest, that is required to be paid on any preferred units Junior Subordinated Note prior to maturity and maturity, due to the existence of any Cash Deferral Conditions existPayment Restriction, such yield may interest shall be cumulated cumulated, compounded calendar quarterly, and accrued until and to the extent that such prohibition Cash Payment Restriction no longer exists, at which time such accrued interest shall be immediately paid. Notwithstanding any other provision in this Agreement, the Company may elect to pay the purchase price hereunder in shares or other equity securities of one of its direct or indirect Subsidiaries with a fair market value equal to the applicable purchase price, provided that such Subsidiary promptly repurchases such shares or other equity securities for cash equal to the applicable purchase price or a Junior Subordinated Note (if otherwise permissible hereunder) with a principal amount equal to the applicable purchase price.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from the Executive to Dairy Holdings the Company or any of its Subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Executive’s Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments instruments, if any, representing the Units so purchased, duly endorsed; provided that if (x) any of the conditions set forth in Section 5.1 exists or (y) such cash payment purchase of Units would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default each case which prohibits such purchase, cash payment (either directly or indirectly as a result of the prohibition of a related cash dividend or distribution distribution) ((A) through (C) collectively the "each a “Cash Deferral Conditions"Payment Restriction”), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company’s delivery of preferred units a junior subordinated promissory note (which shall be subordinated and subject in right of Dairy Holdings with payment to the prior payment of any debt outstanding under the senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a liquidation preference “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price; which preferred units shall accrue yield annually , payable within ten days after the Cash Payment Restriction no longer exists, and bearing interest payable (and compounded to the extent not so paid) as of the last day of each year at the "prime rate" published in The Wall Street Journal interest rate payable under the senior financing credit facilities of the Company or its Subsidiaries (as applicable) from time to time, and all such accrued and unpaid interest payable on the date of issuance, which yield shall be payable at maturity or upon the payment of distributions by Dairy Holdings principal (other than tax distributionsor, if applicable, the last installment of principal). Each such preferred unit shall as of its issuance , with payments to be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued applied in the repurchaseorder of: first to any enforcement costs incurred by Executive or Executive’s Group, second to interest and third to principal. Any such preferred units issued The Company shall be promptly redeemed have the right set forth in clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings (or their successors) (to not the extent allowed by the underwriters member of Executive’s Group selling such IPO), or (iii) upon a Sale Units is an obligor of the Company from net cash proceedsCompany. The principal of, if anyand accrued interest on, payable to Dairy Holdings any such Junior Subordinated Note may be prepaid in whole or its unitholders (other than proceeds required to be paid to Holdings); to in part at any time at the option of the Company. To the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and is prohibited from paying accrued yield on the preferred units. If a yield interest, that is required to be paid on any preferred units Junior Subordinated Note prior to maturity and maturity, due to the existence of any Cash Deferral Conditions existPayment Restriction, such yield may interest shall be cumulated cumulated, compounded calendar quarterly, and accrued until and to the extent that such prohibition Cash Payment Restriction no longer exists, at which time such accrued interest shall be immediately paid. Notwithstanding any other provision in this Agreement, the Company may elect to pay the purchase price hereunder in shares or other equity securities of one of its direct or indirect Subsidiaries with a fair market value equal to the applicable purchase price, provided that such Subsidiary promptly offers to repurchase such shares or other equity securities for cash equal to the applicable purchase price or a Junior Subordinated Note (if otherwise permissible hereunder) with a principal amount equal to the applicable purchase price.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from Director to the Executive to Dairy Holdings Company or any of its subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Director Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company's delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if any of the conditions set forth in Section 5.1(a) exists which prohibits such cash payment would (either directly or indirectly as a result (A) in of the prohibition of a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, related cash dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"distribution), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company's delivery of a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of any debt outstanding under the Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a "Junior Subordinated Note") in a principal amount equal to the balance of the purchase price, payable (x) in the event of a termination of employment referenced in Section 4.2(a)(i) and (ii), as soon as the conditions set forth in Section 5.1(a) no longer exist or (x) in the event of a termination of Director's service as a member of the Board referenced in Section 4.2(a)(iii), on the fifth anniversary of the issuance thereof, and bearing interest payable annually at the Applicable Federal Rate on the date of issuance; provided further that if any of the conditions set forth in Section 5.1(a) exists which prohibits such payment (or the payment described in the next proviso) by delivery of a Junior Subordinated Note, the portion of the payment so prohibited may be made, to the extent such payment is not prohibited, by the Company's delivery of preferred units of Dairy Holdings with a the Company having an aggregate liquidation preference equal to the balance of the purchase price; provided further that in the case of a purchase pursuant to Section 4.2(a)(iii) the Company may elect at any time to deliver a Junior Subordinated Note in a principal amount equal to all or a portion of the cash purchase price (in lieu of paying such portion of the purchase price in cash), which preferred units Junior Subordinated Note shall mature on the fifth anniversary of its issuance and accrue yield interest annually at the "prime rate" published in The Wall Street Journal Applicable Federal Rate on the date of issuance, which yield interest shall be payable at maturity maturity. The Company shall use its reasonable efforts to repurchase Units pursuant to Section 4.1(a) or upon payment of distributions by Dairy Holdings (other than tax distributions). Each such preferred unit shall as of its issuance be deemed Section 4.2(a)(i) or Section 4.2(a)(ii) with cash and/or to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such prepay any Junior Subordinated Notes or redeem any preferred units issued in connection with a repurchase of Units pursuant to Section 4.1(a) or Section 4.2(a)(i) or Section 4.2(a)(ii). The Company shall be promptly redeemed have the right set forth in clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings not the member of Director Group selling such units is an obligor of the Company. Any Junior Subordinated Note (or their successorspreferred units issued in lieu thereof) shall become prepayable (to the extent allowed by the underwriters of such IPO), or (iiiredeemable) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings the Company or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the Junior Subordinated Note (or preferred units issued in lieu thereof) shall be cancelled in exchange for such other non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued yield interest on the note. Any Junior Subordinated Note (or preferred unitsunits issued in lieu thereof) also shall become prepayable upon the consummation of an initial Public Offering. The principal of and accrued interest on any such note may be prepaid (and preferred units issued in lieu thereof may be redeemed) in whole or in part at any time at the option of the Company. If a yield interest (or cash dividends) is required to be paid on any Junior Subordinated Note (or preferred units issued in lieu thereof) prior to maturity and any Cash Deferral Conditions existof the conditions set forth in Section 5.1(a) exists or if any such cash payment would result in adverse accounting treatment for the Company which prohibits the payment of such interest (or dividends) in cash, such yield interest may be cumulated and accrued until and to the extent that such prohibition no longer exists.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from the Executive to Dairy Holdings the Company or any of its subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company's delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if any of the conditions set forth in Section 5.1(a) exists which prohibits such cash payment would (either directly or indirectly as a result (A) in of the prohibition of a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, related cash dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"distribution), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company's delivery of a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of any debt outstanding under the Senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a "Junior Subordinated Note") in a principal amount equal to the balance of the purchase price, payable in up to five equal annual installments commencing on the first anniversary of the issuance thereof and bearing interest payable annually at the publicly announced prime rate of Bankers Trust Company on the date of issuance; provided further that if any of the conditions set forth in Section 5.1(a) exists which prohibits such payment by delivery of a Junior Subordinated Note, the portion of the payment so prohibited may be made, to the extent such payment is not prohibited, by the Company's delivery of preferred units of Dairy Holdings with a the Company having an aggregate liquidation preference equal to the balance of the purchase price; provided further that in the case of a purchase pursuant to Section 4.2(a)(iii) the Company may elect at any time to deliver a Junior Subordinated Note in a principal amount equal to all or a portion of the cash purchase price (in lieu of paying such portion of the purchase price in cash), which preferred units Junior Subordinated Note shall mature on the fifth anniversary of its issuance and accrue yield interest annually at the "publicly announced prime rate" published in The Wall Street Journal rate of Bankers Trust Company on the date of issuance, which yield interest shall be payable at maturity maturity. The Company shall use its reasonable efforts to repurchase Units pursuant to Section 4.1(a) or upon payment of distributions by Dairy Holdings (other than tax distributions). Each such preferred unit shall as of its issuance be deemed Section 4.2(a)(i) or Section 4.2(a)(ii) with cash and/or to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such prepay any Junior Subordinated Notes or redeem any preferred units issued in connection with a repurchase of Units pursuant to Section 4.1(a) or Section 4.2(a)(i) or Section 4.2(a)(ii). The Company shall be promptly redeemed have the right set forth in clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings (or their successors) (to not the extent allowed by member of the underwriters Executive Group selling such units is an obligor of such IPO), or (iii) the Company. Any Junior Subordinated Note shall become prepayable upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings the Company or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the preferred units Junior Subordinated Note shall be cancelled in exchange for such other non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued yield interest on the preferred unitsnote. Any Junior Subordinated Note also shall become prepayable upon the consummation of an initial Public Offering. The principal of and accrued interest on any such note may be prepaid in whole or in part at any time at the option of the Company. If a yield interest is required to be paid on any preferred units Junior Subordinated Note prior to maturity and any Cash Deferral Conditions existof the conditions set forth in Section 5.1(a) exists which prohibits the payment of such interest in cash, such yield interest may be cumulated and accrued until and to the extent that such prohibition no longer exists.

Payment for Units. If at any time Dairy Holdings elects or is required to purchase any Units pursuant to Section 75, Dairy Holdings shall pay the purchase price for the Units it purchases (i) first, by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) thenthen (unless Section 5.1(b)(ii) applies), by Dairy Holdings' delivery of a cashier's or certified check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if such cash payment, or the payment to Holdings of funds (by dividend, distribution or otherwise) for such purpose by Holdings, Inc., or the payment to Holdings Inc. of funds for such purpose by the Company, would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend dividend, distribution or distribution other payment ((A) through (C) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made (or, if Section 5.1(b)(ii) applies, then the entire payment shall be made) by Dairy Holdings' delivery of preferred units a junior subordinated note of Dairy Holdings (a "Subordinated Note") with a liquidation preference principal amount equal to the balance of the purchase price; price and which preferred units shall accrue yield bear interest annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which yield . The interest on any Subordinated Note issued hereunder shall be payable at maturity or upon payment of distributions by Dairy Holdings (other than tax distributions). Each such preferred unit shall as ) in respect of its issuance be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued in the repurchaseUnits. Any such preferred units Subordinated Note issued hereunder shall be promptly redeemed paid (i) when the Cash Deferral Condition which prompted their its issuance no longer existsexists and the payment thereof will not cause a Cash Deferral Condition to occur, unless Section 5.1(b)(ii) applies, in which case on the fifth anniversary of the date of issuance of such Subordinated Note, (ii) upon consummation of an IPO initial public offering of the Company or Holdings (or their its successors) (to the extent allowed by the underwriters of such IPOinitial public offering), or (iii) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the preferred units Subordinated Note shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued yield interest on the preferred unitsSubordinated Notes as determined by the Board. If a yield interest is required to be paid on any preferred units Subordinated Note prior to maturity and any Cash Deferral Conditions exist, such yield interest may be cumulated and accrued until and to the extent that such prohibition no longer exists.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from the Executive to Dairy Holdings the Company or any of its Subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Executive’s Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments instruments, if any, representing the Units so purchased, duly endorsed; provided that if (x) any of the conditions set forth in Section 5.1 exists or (y) such cash payment purchase of Units would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default each case which prohibits such purchase, cash payment (either directly or indirectly as a result of the prohibition of a related cash dividend or distribution distribution) ((A) through (C) collectively the "each a “Cash Deferral Conditions"Payment Restriction”), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company’s delivery of preferred units a junior subordinated promissory note (which shall be subordinated and subject in right of Dairy Holdings with payment to the prior payment of any debt outstanding under the senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness of the Company (a liquidation preference “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price; which preferred units shall accrue yield annually , payable within ten days after the Cash Payment Restriction no longer exists, and bearing interest payable (and compounded to the extent not so paid) as of the last day of each year at the "prime rate" published in The Wall Street Journal interest rate payable under the senior financing credit facilities of the Company or its Subsidiaries (as applicable) from time to time, and all such accrued and unpaid interest payable on the date of issuance, which yield shall be payable at maturity or upon the payment of distributions by Dairy Holdings principal (other than tax distributionsor, if applicable, the last installment of principal). Each such preferred unit shall as of its issuance , with payments to be deemed to have basic contributions made with respect to such unit equal to applied in the order of: (A) the portion of the cash payment paid first to any enforcement costs incurred by the issuance of such preferred units divided by Executive or Executive’s Group, (B) second to interest and (C) third to principal. The Company shall have the number of preferred units so issued right set forth in the repurchase. Any such preferred units issued shall be promptly redeemed clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings (or their successors) (to not the extent allowed by the underwriters member of Executive’s Group selling such IPO), or (iii) upon a Sale Units is an obligor of the Company from net cash proceedsCompany. The principal of, if anyand accrued interest on, payable to Dairy Holdings any such Junior Subordinated Note may be prepaid in whole or its unitholders (other than proceeds required to be paid to Holdings); to in part at any time at the option of the Company. To the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and is prohibited from paying accrued yield on the preferred units. If a yield interest, that is required to be paid on any preferred units Junior Subordinated Note prior to maturity and maturity, due to the existence of any Cash Deferral Conditions existPayment Restriction, such yield may interest shall be cumulated cumulated, compounded calendar quarterly, and accrued until and to the extent that such prohibition Cash Payment Restriction no longer exists, at which time such accrued interest shall be immediately paid. Notwithstanding any other provision in this Agreement, the Company may elect to pay the purchase price hereunder in shares or other equity securities of one of its direct or indirect Subsidiaries with a fair market value equal to the applicable purchase price, provided that such Subsidiary promptly offers to repurchase such shares or other equity securities for cash equal to the applicable purchase price or a Junior Subordinated Note (if otherwise permissible hereunder) with a principal amount equal to the applicable purchase price.

Payment for Units. If at any time Dairy Holdings the Company elects or is required to purchase any Units pursuant to Section 74, Dairy Holdings the Company shall pay the purchase price for the Units it purchases (i) first, by offsetting the cancellation of any indebtedness, if any, owing from the Executive Director to Dairy Holdings the Company or any of its subsidiaries (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Director Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' the Company’s delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Units so purchased, duly endorsed; provided that if any of the conditions set forth in Section 5.1(a) exists which prohibits such cash payment would (either directly or indirectly as a result (A) in of the prohibition of a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, related cash dividend or distribution ((A) through (C) collectively the "Cash Deferral Conditions"distribution), the portion of the cash payment so affected prohibited may be made made, to the extent such payment is not prohibited, by Dairy Holdings' the Company’s delivery of a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of any debt outstanding under the Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price, payable (x) in the event of a termination of employment referenced in Section 4.2(a)(i) and (ii), as soon as the conditions set forth in Section 5.1(a) no longer exist or (x) in the event of a termination of the Director’s service as a member of the Board referenced in Section 4.2(a)(iii), on the fifth anniversary of the issuance thereof, and bearing interest payable annually at the Applicable Federal Rate on the date of issuance; provided further that if any of the conditions set forth in Section 5.1(a) exists which prohibits such payment (or the payment described in the next proviso) by delivery of a Junior Subordinated Note, the portion of the payment so prohibited may be made, to the extent such payment is not prohibited, by the Company’s delivery of preferred units of Dairy Holdings with a the Company having an aggregate liquidation preference equal to the balance of the purchase price; provided further that in the case of a purchase pursuant to Section 4.2(a)(iii) the Company may elect at any time to deliver a Junior Subordinated Note in a principal amount equal to all or a portion of the cash purchase price (in lieu of paying such portion of the purchase price in cash), which preferred units Junior Subordinated Note shall mature on the fifth anniversary of its issuance and accrue yield interest annually at the "prime rate" published in The Wall Street Journal Applicable Federal Rate on the date of issuance, which yield interest shall be payable at maturity maturity. The Company shall use its reasonable efforts to repurchase Units pursuant to Section 4.1(a) or upon payment of distributions by Dairy Holdings (other than tax distributions). Each such preferred unit shall as of its issuance be deemed Section 4.2(a)(i) or Section 4.2(a)(ii) with cash and/or to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such prepay any Junior Subordinated Notes or redeem any preferred units issued in connection with a repurchase of Units pursuant to Section 4.1(a) or Section 4.2(a)(i) or Section 4.2(a)(ii). The Company shall be promptly redeemed have the right set forth in clause (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO of the Company first sentence of this Section 5.2 whether or Holdings not the member of the Director Group selling such units is an obligor of the Company. Any Junior Subordinated Note (or their successorspreferred units issued in lieu thereof) shall become prepayable (to the extent allowed by the underwriters of such IPO), or (iiiredeemable) upon a Sale of the Company from net cash proceeds, if any, payable to Dairy Holdings the Company or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the Junior Subordinated Note (or preferred units issued in lieu thereof) shall be cancelled in exchange for such other non-cash consideration received by unitholders in the Sale of the Company having a fair market value equal to the principal of and accrued yield interest on the note. Any Junior Subordinated Note (or preferred unitsunits issued in lieu thereof) also shall become prepayable upon the consummation of an initial Public Offering. The principal of and accrued interest on any such note may be prepaid (and preferred units issued in lieu thereof may be redeemed) in whole or in part at any time at the option of the Company. If a yield interest (or cash dividends) is required to be paid on any Junior Subordinated Note (or preferred units issued in lieu thereof) prior to maturity and any Cash Deferral Conditions existof the conditions set forth in Section 5.1(a) exists or if any such cash payment would result in adverse accounting treatment for the Company which prohibits the payment of such interest (or dividends) in cash, such yield interest may be cumulated and accrued until and to the extent that such prohibition no longer exists.

Payment for Units. If at any time Dairy Holdings Investors elects or is required to purchase any Class E Units pursuant to Section 74, Dairy Holdings Investors shall pay the purchase price for the Class E Units it purchases (i) first, by offsetting indebtedness, if any, owing from the Executive to Dairy Holdings Investors (which indebtedness shall be applied pro rata against the proceeds receivable by each member of the Executive Group receiving consideration in such repurchase) and (ii) then, by Dairy Holdings' Investors’ delivery of a check or wire transfer of immediately available funds for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Class E Units so purchased, duly endorsed; provided that if such cash payment would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company Investors or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, a Financing Default, or (C) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase, dividend or distribution ((A) through (C) collectively the "“Cash Deferral Conditions"”), the portion of the cash payment so affected may be made by Dairy Holdings' Investors’ delivery of preferred units of Dairy Holdings Investors with a liquidation preference equal to the balance of the purchase price; which preferred units shall accrue yield annually at the "“prime rate" ” published in The Wall Street Journal on the date of issuance, which yield shall be payable at maturity or upon payment of distributions by Dairy Holdings Investors (other than tax distributions). Each such preferred unit shall as of its issuance be deemed to have basic contributions made with respect to such unit equal to (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of preferred units so issued in the repurchase. Any such preferred units issued shall be promptly redeemed (i) when the Cash Deferral Condition which prompted their issuance no longer exists, (ii) upon consummation of an IPO a Public Offering of the Company or Holdings Xxxxxxx Foods Holdings, Inc. (or their successors) (to the extent allowed by the underwriters of such IPOPublic Offering), or (iii) upon a Sale of the Company Change in Control from net cash proceeds, if any, payable to Dairy Holdings Investors or its unitholders (other than proceeds required to be paid to Holdings)unitholders; to the extent that sufficient net cash proceeds are not so payable, the preferred units shall be cancelled in exchange for such non-cash consideration received by unitholders in the Sale of the Company Change in Control having a fair market value equal to the principal of and accrued yield on the preferred units. If a yield is required to be paid on any preferred units prior to maturity and any Cash Deferral Conditions exist, such yield may be cumulated and accrued until and to the extent that such prohibition no longer exists.