Amendment to Section B11(a). Section B11(a) of Exhibit B of the LLC Agreement is hereby amended and restated to read in its entirety as follows:
(a) Each Preferred Unit shall automatically be converted into Common Units, based on the then-effective applicable Preferred Conversion Price, (A) at any time upon the affirmative election of the holders of a Requisite Holders, consenting or voting together as a single class on an as-converted to Common Units basis, (B) the completion of a merger, consolidation, business combination or equity exchange transaction with a special purpose acquisition company approved by the Board (including the Requisite Investor Managers) in which the common stock (or similar securities) of the surviving or parent entity are listed on the New York Stock Exchange or the Nasdaq Stock Market, or another exchange or marketplace approved the Board (including the Requisite Investor Managers) or (C) immediately upon the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Units (or other common securities) for the account of the Company in which (i) the per unit price is at least (x) for a public offering occurring on or before September 18, 2021, $12.9656 (as adjusted for any unit dividends, combinations, splits, recapitalizations and the like with respect to such units after the date hereof), or (y) for a public offering occurring after September 18, 2021, $15.5588 (as adjusted for any unit dividends, combinations, splits, recapitalizations and the like with respect to such units after the date hereof) and (ii) the gross cash proceeds to the Company (before underwriting discounts, commissions and fees) are at least $75,000,000 (a “Qualified IPO”). Upon such automatic conversion, any declared and unpaid dividends shall be paid in accordance with the provisions of Section B4.”
