Common use of Required Actions Clause in Contracts

Required Actions. The Company shall, at the request of the underwriters in the case of a Public Offering or the Board or the TPC Member in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction of the Board and the TPC Member, take all actions necessary or desirable to effect such conversion (including, without limitation, whether by conversion to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein after taking into consideration the structure of the Company and its Subsidiaries and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversion, each holder of the Common Units will be entitled to receive a percentage of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such holder of Common Units would have received of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion (after giving effect to any payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, in connection with such Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IX) and (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued in respect of unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred by any the TPC Member pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, in connection with any such Corporate Conversion.

Required Actions. The Company shallIn connection with any Approved Drag-Along Sale, at the request each holder of Shares, Options, Warrants or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the underwriters Shares (or other securities), whether at any annual or special meeting, by written consent or otherwise, in such manner as may be requested by the case of a Public Offering Drag-Along Initiating Sellers to approve any sale, recapitalization, merger, consolidation, amalgamation, reorganization or the Board or the TPC Member in the case of any other conversiontransaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, effect Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s rights, appraisal rights and similar rights applicable to any such transactions. If the Approved Drag-Along Sale is structured as a conversion sale of shares, each holder of Common Shares will agree to corporate form sell, and will sell, all of its Common Shares and rights to acquire Common Shares on the terms and conditions so approved by the Drag-Along Initiating Sellers; and, if and to the extent requested by the Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4. In furtherance of the foregoing, (a) each holder of Shares, Options, Warrants and Convertible Securities will take all actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Drag-Along Initiating Sellers in connection therewithwith the consummation of the Approved Drag-Along Sale and (b) each holder of Shares, Options, Warrants or Convertible Securities will make such representations and warranties, provide such indemnities and enter into such other obligations (in each case subject to Section 4.4.2 below) as the Members shall, at Drag-Along Initiating Sellers may specify (but only to the request and under extent the direction Drag-Along Initiating Sellers are similarly obligated) in connection with such Approved Drag-Along Sale. Each holder of Shares will also take such actions as may be required to cause the members of the Board (or members of the board of any subsidiary of the corporation) to approve and the TPC Member, take all actions necessary or desirable to effect such conversion (including, without limitation, whether by conversion permit consummation of an Approved Drag-Along Sale to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein after taking into consideration the structure of the Company and its Subsidiaries and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversion, each holder of the Common Units will be entitled to receive a percentage of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such holder of Common Units would have received of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock effected in accordance with Article VII on the day of the Corporate Conversion this Section 4.3, however structured (after giving effect to any payments as a result of the redemption (including replacing such members, if any) of any Unitsnecessary). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, in connection with such Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IX) and (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued in respect of unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred by any the TPC Member pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, in connection with any such Corporate Conversion.

Required Actions. The Company shallIf the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the request Dragging Holder(s)), and waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the underwriters in the case of a Public Offering Company or the Board or the TPC Member in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction distribution of the Board and proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the TPC MemberDragging Holder(s)). In furtherance of the foregoing, take (a) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, all actions necessary or desirable to effect such conversion (including, without limitation, whether actions reasonably requested by conversion to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein after taking into consideration Dragging Holder(s) in connection with the structure consummation of the Approved Sale of the Company and its Subsidiaries and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversion, b) each holder of Stockholder Shares will make the Common Units will same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3B(1) and (2) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (1) each holder of Stockholder Shares shall be entitled obligated to receive a percentage make representations and warranties as to such holder’s title to and ownership of the shares Stockholder Shares, authorization, execution and delivery of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that relevant documents by such holder of Common Units would have received Stockholder Shares, enforceability of the total amount distributed to all Unitholders had the Company liquidated relevant agreements against such holder of Stockholder Shares and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion (after giving effect to any payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents other matters relating to such Corporate Conversion and agrees that it willholder of Stockholder Shares, to enter into covenants in respect of a Transfer of such holder’s Stockholder Shares in connection with such Corporate Conversion, consent to Approved Sale and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, indemnification obligations with respect to the governance and control of such corporate successor) foregoing, in form and substance similar each case to the provisions and restrictions set forth herein (includingextent that each other holder of Stockholder Shares is similarly obligated; provided that no holder of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to any representations, without limitation, warranties or covenants in the nature of those described in this Article IXclause (1) and (ii) an agreement with to the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued extent relating to or in respect of unvested Common Units any other holder of Stockholder Shares or any other holder’s Stockholder Shares, and (2) in form and substance similar to the provisions and restrictions with no event shall any holder of Stockholder Shares be liable in respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay of any fees incurred by any the TPC Member indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act total consideration payable to such holder of 1976, as amended, and the rules and regulations promulgated thereunder, Stockholder Shares in connection with any such Corporate ConversionApproved Sale.

Required Actions. The Company shall(i) Notwithstanding any other provision of this Agreement, at the request subject to Section 1A(x) and provided that each of the underwriters terms and conditions set forth in Section 4C are satisfied or waived, upon the written instruction of the Company (or, in the case of a Public Offering stock sale, the holders of a majority of the Class B Common Stock then outstanding), if the Drag Transaction is structured as (a) a merger or the Board or the TPC Member in the case of consolidation, each Stockholder (other than Class B Permitted Holders) shall (I) vote its Specified Equity Securities and any other conversion, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction voting securities of the Board Company over which such holder has voting control, and the TPC Membertake all other reasonably necessary or desirable actions within its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), to approve such merger or consolidation, whether by written consent or at a meeting of stockholders, (II) take all actions necessary (other than such actions that require payment of out-of-pocket costs that are not customary and reasonable unless such out-of-pocket costs that are not customary or reasonable are or are to be reimbursed to such Stockholder) to Transfer the applicable Specified Equity Securities held by such Stockholder in such Drag Transaction, including the delivery of share certificates, letters of transmittal, stock powers, tax forms and other customary and reasonable forms, in each case to the extent required from such holder by the terms of this Section 4 at the closing of such Drag Transaction, but specifically excluding releases, non-competition agreements or other documents restricting the right of such Person to make future investments, and (III) waive all dissenters’ rights, appraisal rights and similar rights (including claims for breach of fiduciary duty) in connection with such merger or consolidation (which waiver shall be effective with or without a separate written waiver given by such holder of Specified Equity Securities at the time of such Drag Transaction), (b) a stock sale, each Stockholder (other than Class B Permitted Holders) shall agree to sell, and shall sell, on the terms and conditions of such Drag Transaction at the closing of such Drag Transaction, the same proportion of its applicable Specified Equity Securities as the proportion that the Class B Permitted Holders are, in the aggregate, selling, on the terms and conditions of such Drag Transaction, including taking the actions contemplated by clause (II) of the foregoing clause (a) to the extent applicable to such Drag Transaction, or (c) a sale of assets, each Stockholder (other than Class B Permitted Holders) shall (I) vote its shares of Specified Equity Securities and any other voting securities of the Company over which such holder has voting control, and take all other reasonably necessary or desirable actions within its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), to effect approve such conversion (including, without limitationsale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by conversion to written consent or at a subchapter C corporationstockholders’ meeting and (II) waive all dissenters’ rights, merger appraisal rights and similar rights (including claims for breach of fiduciary duty) in connection with such sale and any subsequent liquidation or consolidation into any entity, recapitalization other distribution of proceeds therefrom (which waiver shall be effective with or otherwisewithout a separate written waiver given by such holder of Specified Equity Securities at the time of such Drag Transaction). (ii) The closing of the transactions contemplated by this Section 4B shall take place on such date and at such place and time as shall be designated by the Person or Persons giving the notice contemplated by the first sentence of Section 4B(i), giving effect which shall be no sooner than five (5) Business Days after delivery of such notice. Additionally, if Stockholders (other than Class B Permitted Holders) are asked to execute a stockholder consent pursuant to Section 4B(i) or to otherwise execute letters of transmittal, stock powers, tax forms or other customary and reasonable forms pursuant to Section 4B(i), the Stockholders (other than Class B Permitted Holders) shall execute and return such stockholder consent or other documents to the same economicCompany within five (5) Business Days of the receipt of written notice requesting the execution thereof. (iii) Each Stockholder (other than any Class B Permitted Holder) participating in such proposed Drag Transaction pursuant to this Section 4B shall be obligated to enter into Standard Obligations in each case to the extent, voting and corporate governance provisions contained herein after taking only to the extent, that each Class B Permitted Holder participating in such proposed Drag Transaction is entering into consideration corresponding obligations in connection with such proposed Drag Transaction that are no more favorable to such Class B Permitted Holder. (iv) For the structure avoidance of doubt, subject to Section 1A(x), Section 3C and any requirements of applicable Law, the Company and its Subsidiaries and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversion, each holder of the Common Units will Class B Permitted Holders shall be entitled to receive consummate a percentage Drag Transaction regardless of whether the Company or the holders of a majority of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal Class B Common Stock elect to the percentage that such holder of Common Units would have received of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion (after giving effect to any payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it willexercise their rights under this Section 4 and, in connection with such event, the Stockholders shall have all rights available under applicable Law, including the Delaware General Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IX) and (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued in respect of unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred by any the TPC Member pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, in connection with any such Corporate ConversionLaw.

Required Actions. The Company shall, at If the request of the underwriters in the case of Approved Sale is structured as (i) a Public Offering or the Board or the TPC Member in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction of the Board and the TPC Member, take all actions necessary or desirable to effect such conversion (including, without limitation, whether by conversion to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein after taking into consideration the structure of the Company and its Subsidiaries and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversionconsolidation, each holder of the Common Units will be entitled Stockholder Shares shall vote its Stockholder Shares to receive approve such merger or consolidation, whether by written consent or at a percentage of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such holder of Common Units would have received of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion stockholders meeting (after giving effect to any payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, in connection with such Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved requested by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IX) and (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued in respect of unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred by any the TPC Member pursuant to the Majority ▇▇▇▇-▇ ▇▇▇▇▇-▇), and waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Majority ▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act ▇). In furtherance of 1976the foregoing, as amended(a) each holder of Stockholder Shares will take, and with respect to such holder’s Stockholder Shares, all necessary or desirable actions reasonably requested by the rules and regulations promulgated thereunder, holders of a majority of the WS Shares in connection with the consummation of the Approved Sale of the Company and (b) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3C(ii) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement, except that (1) each holder of Stockholder Shares may be obligated to make representations and warranties as to such Stockholder’s title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such Stockholder, enforceability of relevant agreements against such Stockholder and other matters relating to such Stockholder, to enter into covenants in respect of a Transfer of such Stockholder’s Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other Stockholder is similarly obligated, but no Stockholder shall be obligated to enter into indemnification obligations with respect to any of the foregoing in respect of any other Stockholder (other than a Related Stockholder to such Corporate ConversionStockholder) or such other Stockholder’s Stockholder Shares and (2) in no event shall any Stockholder be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such Stockholder in such Approved Sale.

Required Actions. The Company shallIf the Approved Sale is structured as (A) a merger, amalgamation or scheme of arrangement, each holder of Investor Shares shall vote (at the request a shareholders' meeting which has been duly called or, if so requested by any 10% Investor, by written consent) all of his, her or its Investor Shares (and any other voting securities of the underwriters Company over which such Investor has voting control) to approve such merger, amalgamation or scheme of arrangement, whether by written consent or at a shareholders' meeting, and waive all dissenter's rights, appraisal rights and similar rights in connection with such merger, amalgamation or scheme of arrangement, (B) a sale of shares, each holder of Investor Shares shall agree to sell, and shall sell, all of its Investor Shares and rights to acquire Investor Shares on the case terms and conditions so approved, or (C) a sale of assets, each holder of Investor Shares shall vote (at a Public Offering shareholders' meeting which has been duly called or, if so requested by any 10% Investor, by written consent) all of his, her or its Investor Shares (and any other voting securities of the Company over which such Investor has voting control) to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a shareholders meeting, as requested by the Board or the TPC Member in the case of any other conversion, effect Investor(s) holding a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction majority of the Board and Investor Shares. In furtherance of the TPC Memberforegoing, (I) each holder of Investor Shares will take all actions necessary or desirable actions reasonably requested by the holder(s) of a majority of the Investor Shares in connection with the consummation of the Approved Sale of the Company and (II) each holder of Investor Shares will make the same representations and warranties, and enter into the same indemnities and agreements, as are made and entered into by holder(s) of a majority of the Investor Shares (subject to effect such conversion clauses (includingi) through (iv) below), including without limitation, whether voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (i) each holder of Investor Shares may be obligated to make representations and warranties as to such Investor's title to and ownership of Investor Shares, authorization, execution and delivery of relevant documents by conversion such Investor, enforceability of relevant agreements against such Investor and other matters relating to a subchapter C corporationsuch Investor and enter into covenants in respect of the Transfer of such Investor's Investor Shares in connection with such applicable sale (such representations and warranties and covenants, merger or consolidation into any entitycollectively, recapitalization or otherwise"Personal Obligations"), giving effect and enter into indemnification obligations with respect to breach of any of the foregoing, in each case to the same economicextent that each other Investor is similarly obligated; provided that no Investor shall be obligated to enter into indemnification obligations with respect to any of the foregoing to the extent relating to any other Investor or another Investor's Investor Shares, voting (ii) no holder of Investor Shares shall be obligated to make any representations and corporate governance provisions contained herein after taking warranties relating to the business or capitalization of, or any other matter relating to, the Company and its Subsidiaries, other than Personal Obligations, unless such representations and warranties are made only to the extent of such holder's knowledge, provided that each holder of Investor Shares may be required to enter into consideration indemnification obligations in respect of representations and warranties by the structure Company if any, or by another Investor relating to the business or capitalization of, or any other matter relating to, any of the Company and its Subsidiaries and their respective securities Subsidiaries, (a “Corporate Conversion”). In connection with the Corporate Conversion, each holder iii) in no event shall any Investor be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the Common Units will total consideration payable to such Investor in such Approved Sale, and (iv) in no event shall any Investor be entitled to receive liable in respect of a percentage portion of any indemnity obligation of the shares Investors pursuant to any Approved Sale (other than indemnification in respect of common stock such Investor's Personal Obligations) in excess of its Liquidating Share thereof. For purposes of the corporate successor outstanding immediately following foregoing, an Investor's "Liquidating Share" of the Corporate Conversion amount of any liability shall be equal to the percentage that amount by which the aggregate consideration paid to such holder of Common Units would have received Investor upon the consummation of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock Approved Sale, calculated in accordance with Article VII on Section 3C(i) below, would have been reduced had the day aggregate consideration previously available for distribution to, and paid to, all Investors upon the consummation of the Corporate Conversion (after giving effect to any payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, in connection with such Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved Approved Sale been reduced by the TPC Member which contains restrictions on the Transfer amount of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IX) and (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued in respect of unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred by any the TPC Member pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, in connection with any such Corporate Conversionliability.

Required Actions. The Company [In connection with an IPO, the Board may, in its sole discretion, either (i) cause NGR Management to contribute all or substantially all of its assets to a corporation in a transaction qualified under Section 351(a) of the Code, and thereupon liquidate and dissolve NGR Management, (ii) elect to have all Members contribute their Membership Interests to a corporation, in a transaction qualifying under Section 351(a) of the Code, as long as, in the judgment of the Board, the Fair Market Value of the shares of the corporation received by all Members is equal to the Fair Market Value of the Membership Interests Transferred, (iii) cause NGR Management to distribute some or all of the shares of capital stock or equity interests of one or more Subsidiaries of NGR Management to the Members, (iv) cause NGR Management to Transfer its assets, liabilities and operations to a corporation in exchange for any combination of cash, debt or capital stock in such corporation, (v) cause a corporation to be admitted as a Member of NGR Management, with such corporation purchasing interests in NGR Management from NGR Management or Members (as determined by the Board) with the proceeds of a Public Offering of the corporation’s stock; or (vi) otherwise cause NGR Management to convert into a corporation, by way of merger, consolidation or otherwise. Each Member hereby consents to such actions and shall vote for (to the extent it has any voting right) and raise no objections with respect to such actions, and each Member shall, at the request of the underwriters in the case of a Public Offering or the Board or the TPC Member in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction of the Board and the TPC MemberBoard, take all actions reasonably necessary or desirable to effect such conversion actions (including, without limitation, including whether by conversion to a subchapter C corporation, merger or consolidation into any entitya corporation, recapitalization or reorganization, sale of securities, or otherwise), giving effect to substantially the same economiceconomic (other than any Tax effects resulting therefrom), voting and corporate governance provisions contained herein after taking into consideration the structure of the Company and its Subsidiaries and their respective securities (any such transaction contemplated by this Section 10.1, a “Corporate Conversion”). In connection with the Corporate Conversion, each holder of the Common Units will be entitled to receive a percentage of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such holder of Common Units would have received of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion (after giving effect to any payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, in connection with such Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder Member hereby agrees to enter into a shareholders agreement (ior equivalent) a securityholders agreement with the corporate successor (the “Reorganized Issuer”) and each other Unitholder on terms approved by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, including with respect to the governance and control of such corporate successorReorganized Issuer) in form and substance (including with respect to the termination thereof) similar to the provisions and restrictions set forth herein (including, without limitation, including in this Article ARTICLE V and ARTICLE IX) and (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued in respect of unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred extent reasonably requested by any the TPC Member pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, in connection with any such Corporate ConversionBoard.]

Required Actions. The Company shall, at Without limiting the request obligation of the underwriters in the case of a Public Offering or the Board or the TPC Member in the case of any other conversionInvestors under Section 5.3(a) hereof, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction of the Board and the TPC Member, each Investor shall take all actions necessary or desirable actions reasonably requested by GSC in connection with the consummation of the Approved Sale, and each Investor shall make the same representations and warranties, and enter into the same purchase agreement, indemnities and other documents and agreements as are entered into or made by GSC in its capacity as a holder of shares the Common Stock (subject to effect clauses (i) through (iv) below). In any Approved Sale, (i) each Investor shall be obligated to make representations and warranties as to such conversion Investor’s title to and ownership of Common Stock, authorization, execution and delivery of relevant documents by such Investor, enforceability of relevant agreements against such Investor and other matters relating to such Investor and the Company and enter into covenants in respect of the transfer of such Investor’s Common Stock or otherwise in connection with such applicable sale (includingsuch representations and warranties and covenants, without limitationcollectively, whether by conversion to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise“Personal Obligations”), giving effect and enter into indemnification obligations with respect to breach of any of the foregoing, in each case to the same economicextent that each other Investor is similarly obligated; provided, voting that no Investor shall be obligated to enter into indemnification obligations with respect to any of the foregoing to the extent relating to any other Investor or another Investor’s Common Stock, (ii) no Investor will be obligated to make any representations and corporate governance provisions contained herein after taking warranties relating to the business or capitalization of, or any other matter relating to, the Company and its subsidiaries, other than Personal Obligations, unless such representations and warranties are made only to the extent of such Investor’s actual knowledge, provided that each Investor may be required to enter into consideration indemnification obligations (which need not be limited to the structure knowledge of such Investor) in respect of covenants of the Company or representations and warranties made by the Company or the Investors as a group, if any, relating to the business, assets, financial condition, results of operations, prospects or capitalization of, or any other matter relating to, any of the Company and its Subsidiaries subsidiaries, to the same extent that GSC in its capacity as an Investor enters into such indemnification obligations on a pro rata basis, (iii) unless required by the proposed purchaser, no Investor will be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of an amount equal to the product of the aggregate indemnification liability of all Investors as a group and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversion, each holder such Investor’s percentage ownership of the Common Units will be entitled to receive a percentage Stock as of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal prior to the percentage effectiveness of such Approved Sale; however, if the proposed purchaser requires that such holder the Investors be jointly and severally liable in respect of Common Units would have received of indemnification obligations to the total amount distributed proposed purchaser, the Investors shall enter into an indemnification and contribution agreement among themselves in order to all Unitholders had the Company liquidated and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion (after giving give effect to any payments as such limitation on a result several and proportionate basis, (iv) Investors shall not be obligated to participate in an Approved Sale unless they are provided an opinion of counsel to the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees effect that it will, the sale in connection with such Corporate ConversionApproved Sale is not in violation of the registration or qualification requirements of federal or applicable state securities laws, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IX) and (iiv) an agreement with the corporate successor providing for the continued vesting ofno Investor shall be required to agree to, and repurchase rights respectingor be subject to, any capital stock issued in respect of unvested Common Units in form and substance a non-competition covenant or similar restriction, except that Investors may be subject to the provisions and confidentiality restrictions with respect to vesting information of the Company and repurchase rights set forth herein. The Company its direct and indirect subsidiaries and to no-shop or its successor shall pay any fees incurred by any similar provisions with respect to their investment in the TPC Member pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, in connection with any such Corporate ConversionCompany.

Required Actions. The Company shallIf the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the request Required Controlling Holder(s)), and waive all dissenter's rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved by the Required Controlling Holder(s), or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the underwriters in the case of a Public Offering Company or the Board or the TPC Member in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction distribution of the Board and proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the TPC MemberRequired Controlling Holder(s)). In furtherance of the foregoing, (a) each holder of Stockholder Shares shall take all actions necessary or desirable reasonably requested by the Required Controlling Holder(s) in connection with the consummation of the Approved Sale and (b) each holder of Stockholder Shares shall make such representations and warranties, provide such indemnities and enter into such other obligations (in each case subject to effect Sections 3B(1), (2), (3) and (4) below) as the Required Controlling Holder(s) may specify (but only to the extent the Required Controlling Holder(s) are similarly obligated) in connection with such conversion Approved Sale (including, without limitation, whether by conversion voting to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to approve such transaction and executing the same economic, voting applicable purchase agreement and corporate governance provisions contained herein after taking into consideration the structure of the Company and its Subsidiaries and their respective securities (a “Corporate Conversion”other agreements). In connection with the Corporate Conversionany Approved Sale, (1) each holder of the Common Units will Stockholder Shares shall be entitled obligated to receive a percentage make representations and warranties as to such Stockholder's title to and ownership of the shares Stockholder Shares, authorization, execution and delivery of common stock relevant documents by such Stockholder, enforceability of the corporate successor outstanding immediately following the Corporate Conversion equal relevant agreements against such Stockholder and other matters relating to such Stockholder, enter into covenants with respect to the percentage that Transfer and the delivery at the Closing of such holder of Common Units would have received of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion (after giving effect to any payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, Stockholder's Stockholder Shares in connection with such Corporate Conversion, consent to Approved Sale and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, indemnification obligations with respect to the governance and control foregoing, in each case to the extent that the Required Controlling Holder(s) request that each other Stockholder be similarly obligated (provided that no Stockholder shall be obligated to enter into indemnification obligations with respect to any of the foregoing to the extent relating to any other Stockholder or such corporate successorother Stockholder's Stockholder Shares), (2) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IX) and (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, no event shall any capital stock issued Stockholder be liable in respect of unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred by any the TPC Member indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act value of 1976the total consideration paid and/or payable to such Stockholder in connection with such Approved Sale, as amended, (3) appropriate contribution and indemnity arrangements among the rules and regulations promulgated thereunder, Stockholders shall be executed in connection with any joint indemnity obligation of the Stockholders, so that such Corporate ConversionStockholder is entitled to collect from the other Stockholders the excess of such Stockholder's indemnity obligations arising in connection with such Approved Sale over such Stockholder's pro rata portion of such indemnity obligations, and (4) in no event shall any Stockholder be obligated to enter into any post-closing non-compete covenant in connection with such Approved Sale, in each case without such Stockholder's prior written consent.

Required Actions. The Company shall, at If the request of the underwriters in the case of Approved Sale is structured as (i) a Public Offering or the Board or the TPC Member in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction of the Board and the TPC Member, take all actions necessary or desirable to effect such conversion (including, without limitation, whether by conversion to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein after taking into consideration the structure of the Company and its Subsidiaries and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversionconsolidation, each holder of the Common Units will be entitled Stockholder Shares shall vote its Stockholder Shares to receive approve such merger or consolidation, whether by written consent or at a percentage of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such holder of Common Units would have received of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion stockholders meeting (after giving effect to any payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, in connection with such Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved requested by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IX) and (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued in respect of unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred by any the TPC Member pursuant to the Majority ▇▇▇▇-▇ ▇▇▇▇▇-▇), and waive all dissenter's rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Majority ▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act ▇). In furtherance of 1976the foregoing, as amended(a) each holder of Stockholder Shares will take, and with respect to such holder's Stockholder Shares, all necessary or desirable actions reasonably requested by the rules and regulations promulgated thereunder, holders of a majority of the WS Shares in connection with the consummation of the Approved Sale of the Company and (b) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3C(ii) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement, except that (1) each holder of Stockholder Shares may be obligated to make representations and warranties as to such Stockholder's title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such Stockholder, enforceability of relevant agreements against such Stockholder and other matters relating to such Stockholder, to enter into covenants in respect of a Transfer of such Stockholder's Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other Stockholder is similarly obligated, but no Stockholder shall be obligated to enter into indemnification obligations with respect to any of the foregoing in respect of any other Stockholder (other than a Related Stockholder to such Corporate ConversionStockholder) or such other Stockholder's Stockholder Shares and (2) in no event shall any Stockholder be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such Stockholder in such Approved Sale.

Required Actions. The Company shallIf the Approved Sale is structured as (A) a merger or consolidation, at each holder of Stockholder Shares shall waive any dissenter's rights, appraisal rights or similar rights in connection with such merger or consolidation, (B) a sale of stock, each holder of Stockholder Shares shall agree to sell all of its Stockholder Shares and rights to acquire Stockholder Shares on the request terms and conditions so approved, or (C) as a sale of assets, each holder of Stockholder Shares shall vote in favor of such sale and any subsequent liquidation of the underwriters in the case of a Public Offering Company or the Board or the TPC Member in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction distribution of the Board and the TPC Member, proceeds therefrom. Each holder of Stockholder Shares shall take all actions necessary or desirable to effect such conversion actions in connection with the consummation of the Approved Sale reasonably requested by the holders of a majority of the WS Shares. In furtherance of the foregoing, (including, without limitation, whether I) each holder of Stockholder Shares will take all necessary or desirable actions reasonably requested by conversion to the holders of a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to majority of the same economic, voting and corporate governance provisions contained herein after taking into consideration WS Shares in connection with the structure consummation of the Approved Sale of the Company and its Subsidiaries (II) each holder of Stockholder Shares will make the same representations, warranties, indemnities and their respective securities agreements as to each other holder, including without limitation, voting to approve such transaction and executing the applicable purchase agreement (a “Corporate Conversion”the "Company Reps"). In connection with the Corporate Conversionany Approved Sale, each holder of the Common Units will Stockholder Shares shall not be entitled required to receive a percentage of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such holder of Common Units would have received of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion (after giving effect to any make indemnification payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, in connection with such Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IX) and (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued in respect of unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred by any the TPC Member pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, in connection with any Approved Sale except pro rata in accordance with such Corporate Conversionholder's ownership of Common Stock (or, after payment of indemnification payments in an amount in excess of the net proceeds received in such Approved Sale in respect of Common Stock, pro rata in accordance with such holder's ownership of Preferred Stock or, after payment of indemnification payments in an amount in excess of the net proceeds received in such Approved Sale in respect of Preferred Stock, pro rata in accordance with such holder's ownership of Junior Notes), unless the applicable agreements relating to such Approved Sale require the other holders of such Stockholder Shares to indemnify such holder against, and hold such holder harmless from, amounts for which such holder may become liable in excess of the maximum amount contemplated by the first clause of this sentence; provided that the foregoing limitation shall not apply to any indemnity by a Stockholder for breach by such Stockholder of any representation or warranty relating solely to the authorization, execution or delivery by such Stockholder of the relevant agreements or as to such Stockholder's ownership of securities sold by such Stockholder thereunder or for breach of any agreement by such Stockholder relating solely to its own conduct; and provided, further that in no event shall any Stockholder be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such Stockholder in such Approved Sale.

Required Actions. The Company shall, at the request of the underwriters in the case of a Public Offering or the Board or the TPC Member Majority Founder Investors in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members and the Unitholders shall, at the request and under the direction of the Board and the TPC MemberMajority Founder Investors, take all actions necessary or desirable to effect such conversion (including, without limitation, whether by conversion to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein after taking into consideration the structure of the Company and its Subsidiaries Subsidiaries, if any, and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversion, each holder of the Common Units will be entitled to receive a percentage of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such holder of Common Units would have received of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock in accordance with Article VII XII on the day of the Corporate Conversion (after giving effect to any payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, in connection with such Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the TPC Member Founder Investors which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IX) and ), (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, any capital stock issued in respect of unvested Common Units that are not Vested Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred by any the TPC Member pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and (iii) a lock-up agreement with the rules and regulations promulgated thereunderCompany, the underwriters or any other Person in connection with any such Corporate Conversion.a Public Offering in form and substance approved by the Founder Investors. [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Required Actions. The Company shallIf the Approved Sale is structured as (A) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the request Required Sponsors), and waive all dissenter's rights, appraisal rights and similar rights in connection with such merger or consolidation, (B) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (C) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the underwriters in the case of a Public Offering Company or the Board or the TPC Member in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction distribution of the Board and proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the TPC MemberRequired Sponsors). In furtherance of the foregoing, (I) each holder of Stockholder Shares will take all actions necessary or desirable to effect such conversion (including, without limitation, whether actions reasonably requested by conversion to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein after taking into consideration Required Sponsors in connection with the structure consummation of the Approved Sale of the Company and its Subsidiaries and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversion, II) each holder of Stockholder Shares will make the Common Units will be entitled to receive a percentage of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such holder of Common Units would have received of the total amount distributed to all Unitholders had the Company liquidated same representations, warranties, indemnities and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion (after giving effect to any payments agreements as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, in connection with such Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions holder (including, without limitation, with respect subject to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in this Article IXSECTIONS 3B(i) and (ii) an agreement with below), including without limitation, voting to approve such transaction and executing the corporate successor providing for the continued vesting ofapplicable purchase agreement. In any Approved Sale, (i) each holder of Stockholder Shares shall be obligated to make representations and repurchase rights respectingwarranties as to such Stockholder's title to and ownership of Stockholder Shares, any capital stock issued authorization, execution and delivery of relevant documents by such Stockholder, enforceability of relevant agreements against such Stockholder and other matters relating to such Stockholder, to enter into covenants in respect of unvested Common Units a Transfer of such Stockholder's Stockholder Shares in form connection with such Approved Sale and substance similar to the provisions and restrictions enter into indemnification obligations with respect to vesting the foregoing, in each case to the extent that each other Stockholder is similarly obligated; PROVIDED that no Stockholder shall be obligated to enter into indemnification obligations with respect to any of the foregoing to the extent relating to any other Stockholder or such other Stockholder's Stockholder Shares, and repurchase rights set forth herein. The Company or its successor (ii) in no event shall pay any fees incurred by Stockholder be liable in respect of any the TPC Member indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, total consideration payable to such Stockholder in connection with any such Corporate ConversionApproved Sale.

Required Actions. The Company shallIf the Approved Sale is structured as (A) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the request Majority WS Holders), and waive all dissenter's rights, appraisal rights and similar rights in connection with such merger or consolidation, (B) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (C) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the underwriters in the case of a Public Offering Company or the Board or the TPC Member in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members shall, at the request and under the direction distribution of the Board and proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the TPC MemberMajority WS Holders). In furtherance of the foregoing, (I) each holder of Stockholder Shares will take all actions necessary or desirable to effect such conversion (including, without limitation, whether actions reasonably requested by conversion to the holders of a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to majority of the same economic, voting and corporate governance provisions contained herein after taking into consideration WS Shares in connection with the structure consummation of the Approved Sale of the Company and its Subsidiaries and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversion, II) each holder of Stockholder Shares will make the Common Units will be entitled same representations, warranties, indemnities and agreements as each other holder (subject to receive a percentage of Sections 3B(i) - (ii) below), including without limitation, voting to approve such transaction and executing the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such applicable purchase agreement. In any Approved Sale, (i) each holder of Common Units would have received of the total amount distributed Stockholder Shares shall be obligated to all Unitholders had the Company liquidated make representations and distributed such common stock in accordance with Article VII on the day of the Corporate Conversion (after giving effect to any payments warranties as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion Stockholder's title to and agrees that it willownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such Stockholder, enforceability of relevant agreements against such Stockholder and other matters relating to such Stockholder, to enter into covenants in respect of a Transfer of such Stockholder's Stockholder Shares in connection with such Corporate Conversion, consent to Approved Sale and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a securityholders agreement with the corporate successor and each other Unitholder on terms approved by the TPC Member which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, indemnification obligations with respect to the governance and control of such corporate successor) foregoing, in form and substance similar each case to the provisions and restrictions set forth herein extent that each other Stockholder is similarly obligated; provided that no Stockholder shall be obligated to enter into indemnification obligations with respect to any of the foregoing to the extent relating to any other Stockholder (includingother than a Related Stockholder to such Stockholder) or such other Stockholder's Stockholder Shares, without limitation, in this Article IX) and (ii) an agreement with the corporate successor providing for the continued vesting of, and repurchase rights respecting, in no event shall any capital stock issued Stockholder be liable in respect of unvested Common Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights set forth herein. The Company or its successor shall pay any fees incurred by any the TPC Member indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, total consideration payable to such Stockholder in connection with any such Corporate ConversionApproved Sale.