Common use of Authorization and Issuance of Additional Units Clause in Contracts

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of Managers) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuanceincluding, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, have been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a). (b) If at any time the Corporation issues any Equity Security (other than a share of Class A Common Stock) of the Corporation entitled to any economic rights (an “Other Economic Security”) with regard thereto (other than Class B Common Stock or another Equity Security of the Corporation not entitled to any economic rights with respect thereto), the Company shall issue to the Corporation such Equity Securities of the Company corresponding to the Other Economic Security with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Other Economic Security, and shall thereafter maintain such correspondence in a manner consistent with the provisions of Section 3.04(a) for maintaining a one-to-one correspondence of the Common Units and Class A Common Stock. (c) After the consummation of the IPO, if at any time the Corporation issues any Class A Common Stock or Other Economic Security (other than in connection with any Stock Option Plan, in which case the provisions of Section 3.10 shall apply), the net proceeds received by the Corporation with respect to such Class A Common Stock or Other Economic Security, if any, shall be concurrently contributed to the Company; provided, that if the Corporation issues any shares of Class A Common Stock in order to purchase or fund the purchase from another Member (other than the Corporation) of a number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the a corresponding number of outstanding shares of Class B Common Stock Stock), then the Company shall not issue any new Units in connection therewith and the Corporation shall not be required to transfer such net proceeds to the Company (it being understood that such net proceeds shall instead by transferred to such other Member as contemplated by Section 3.04(a)(iconsideration for such purchase). (cd) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuanceincluding, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers Manager in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers Manager in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, PubCo and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by PubCo that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by PubCo to the equity capital of the Company). In the event the Corporation PubCo issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation PubCo will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation PubCo issues, transfers or delivers from treasury stock or repurchases or redeems the CorporationPubCo’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, PubCo holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase purchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation PubCo so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined . PubCo shall, concurrently with any action taken by the Board Company pursuant to the requirements of Managers this Section 3.4, contribute the net proceeds (if any) received by PubCo in its reasonable discretion, respect of the events which gave rise to the Company’s obligation to undertake any action pursuant to the requirements of this Section 3.4 to the equity capital of the Company. The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) PubCo and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation PubCo and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.4(a). (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.033.2, this Section 3.043.4, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actionsactions requested or directed by the Manager, including an issuanceincluding, without limitation, a reclassification, distribution, division division, combination or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining such one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury shares or (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, have been contributed by the Corporation to the equity capital of the Company) (clauses (i), (ii) and (iii), collectively, the “Disregarded Shares”). In the event the Corporation issuesissues shares of Class A Common Stock, transfers or delivers from treasury stock shares of Class A Common Stock or repurchases or redeems shares of Class A Common Stock in a transaction not contemplated in by this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number of outstanding Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining such one-to-one ratio, the Disregarded Shares. In the event the Corporation issues preferred stock, transfers or delivers from treasury preferred stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated by this Agreement, directly the Manager shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or indirectlyredemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests Units in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent in all respects to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each casedisregarding, for purposes of maintaining such one-to-one ratio, the Disregarded Shares, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or Stock, disregarding, for purposes of maintaining such one-to-one ratio, the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i)Disregarded Shares. (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuanceincluding, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries delivers or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, deliveries repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-xxxxx- one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect first sentence of this Section 3.04, Article XI and the other provisions hereof3.04(a).

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number ratio, (i) options, rights or securities of Common Units owned by Members (other than the Corporation and its Subsidiariesauthorized under the Company’s existing equity incentive plan that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and 3.10, Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actionsactions requested by the Manager, including an issuance, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock, or (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in , subject to the immediately preceding sentence. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock Stock, as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by The Managing Member may not, without the Board prior written consent of Managers a Required Interest, (i) create any new class or series of Units, or other Equity Securities of the Company, (ii) issue additional Units or other Equity Securities of the Company to any Member or Person (other than Units issued pursuant to Section 3.2(b) or Section 3.5 of this Agreement and Section 2.6 of the Merger Agreement), (iii) amend the privileges, preference, duties, liabilities, obligations and rights of any existing Units, or (iv) retire or redeem any previously issued Units or other Equity Securities of the Company (other than in connection with a contribution an Exchange or pursuant to Section 3.4 of cash or other assets by the Corporation this Agreement). (b) Subject to the Company: (i) Exchange Agreement, the Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the CorporationBakkt Pubco, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between ratio, (i) options, rights or securities of Bakkt Pubco issued under the number New Equity Incentive Plan that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by Bakkt Pubco to the equity capital of the Company); provided that, in each of the foregoing cases, the issuance of Class A Common Units owned by Members (other than Stock in connection with the Corporation and its Subsidiariesconversion, exercise or exchange of such options, rights or securities shall not be disregarded for purposes of this Section 3.2(b), directly (ii) treasury stock, (iii) preferred stock or indirectlyother debt or equity securities (including warrants, options or rights) issued by Bakkt Pubco that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by Bakkt Pubco to the equity capital of the Company); provided that, in each of the foregoing cases, the issuance of Class A Common Stock in connection with the conversion, exercise or exchange of such preferred stock or other debt or equity securities (including such warrants, options or rights) shall not be disregarded for purposes of this Section 3.2(b), or (iv) the issuance and the number distribution to holders of outstanding shares of Class B A Common Stock owned by of rights to purchase Upstream Securities of Bakkt Pubco under a “poison pill” or similar shareholders rights plan (it being understood that upon exchange of Paired Interests for Class A Common Stock pursuant to the Exchange Agreement, such Members, directly or indirectly; (ii) in Class A Common Stock would be issued together with a corresponding right). In the event the Corporation Bakkt Pubco issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement or the Exchange Agreement, the Board of Managers and the Corporation Bakkt Pubco shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation Bakkt Pubco will equal on a one-for-one basis the aggregate number of outstanding shares of Class A Common Stock; and. (iiic) in Subject to the Exchange Agreement, the Company shall undertake all actions, including an issuance, a reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of outstanding shares of Class V Common Stock held by any Person and the number of Common Units owned by such Person. In the event the Corporation issues, transfers or delivers from treasury stock or Bakkt Pubco repurchases or redeems the Corporation’s preferred stock Class V Common Stock in a transaction not contemplated in this Agreement or the Exchange Agreement, the Board of Managers and the Corporation Bakkt Pubco shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptionsrepurchases, the Corporation, directly or indirectly, holds (in number of outstanding shares of Class V Common Stock held by any Person will equal on a one-to-one basis the case number of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination Common Units owned by the Board of Managers) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemedsuch Person. (bd) Except as otherwise determined by the Board of Managers in its reasonable discretion, the The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of each of the applicable classes of Units or stock to maintain Class A Common Stock and Class V Common Stock (and the Company and Bakkt Pubco shall take all necessary action) so that at all times there is (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, owned by the Corporation Bakkt Pubco and the number of outstanding shares of Class A Common Stock (subject to the first sentence of Section 3.1(a)) (or such other Equity Security of Bakkt Pubco in which the Class A Common Stock may be converted or changed, as contemplated by Section 2.2 of the Exchange Agreement), and (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) Bakkt Pubco and the number of outstanding shares of Class B V Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i). (ce) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in the Merger Agreement and Section 3.02, Section 3.033.1, this Section 3.043.2, Section 3.10 and Section 3.113.5 of this Agreement. Subject to the foregoing, the Board of Managers Managing Member may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Managing Member shall determine and the Board of Managers shall Managing Member shall, and is hereby authorized to, promptly amend this Agreement and the Schedule of Members as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 3.2 without the requirement of any consent or acknowledgement of any other Member. (df) Notwithstanding At any time that Bakkt Pubco issues a share of Class A Common Stock or a share of other provision capital stock of this Agreement, if the Corporation or any of its Subsidiaries Bakkt Pubco (other than Class V Common Stock and other than Class A Common Stock issued in connection with an Exchange (as defined in the Company and its SubsidiariesExchange Agreement)) acquires for cash or holds any material amount other consideration (including capital stock or assets of cash in excess of any monetary obligations it reasonably anticipatesanother Person), the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions net proceeds received by Bakkt Pubco with respect to such share, if any, shall be concurrently transferred to the capitalization Company in exchange for a corresponding number of Common Units (determined based upon the Exchange Rate then in effect). (g) If any such shares of Class A Common Stock issued by Bakkt Pubco, including any securities issued pursuant to the New Equity Incentive Plan or any other equity incentive program, are subject to vesting or forfeiture provisions, then the Common Units that are issued by the Company to Bakkt Pubco in connection therewith in accordance with the preceding provisions of this Article III shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then a corresponding number of the Corporation and Common Units (determined based upon the Company, as Exchange Rate then in effect) issued by the Corporation and Company in accordance therewith shall automatically vest or be forfeited. Any cash or property held by Bakkt Pubco or the Board Company or on any of Managers such Person’s behalf in good faith determine respect of dividends paid on restricted shares of Class A Common Stock that fail to vest shall be fair and reasonable returned to the shareholders Company upon the forfeiture of such restricted shares of Class A Common Stock. The Schedule of Members shall set forth the Corporation and number of Common Units subject to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereofforfeiture or vesting.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board Manager in good faith to be fair and reasonable to the shareholders and other equityholders of Managers in connection with a contribution of cash or other assets by the Corporation and to the CompanyMembers to preserve the intended economic effect of this Section 3.04, Section 11.01 and the other provisions hereof: (i) the Company and the Corporation shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Units and the Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (Bii) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its wholly owned Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly, in each case, disregarding, for purposes of maintaining the one-to-one ratio, (A) Unvested Corporate Shares, (B) treasury stock or (C) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock or Class B Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company); (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this AgreementStock, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and; (iii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreementstock, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed.; and (biv) Except as otherwise determined by the Board of Managers in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Stock, as applicable, that is not accompanied by an identical subdivision or combination of the applicable classes of Units Class A Common Stock, Class B Common Stock or stock Common Units, respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actionsactions requested by the Manager, including an issuance, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock, or (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in , subject to the immediately preceding sentence. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock Stock, as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine and the Board of Managers Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation Manager (subject to the Company: (i) approval of the Original Unitholder Representative), the Company and the Corporation shall shall, notwithstanding any other provision of this Agreement, undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division division, repurchase, redemption, cancellation or recapitalization, with respect to the Common Units, Units and the Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectlyindirectly through its Subsidiaries, and the number of outstanding shares of Class A Common Stock and (Bii) a one-to-one ratio between the number of Common Units owned by Members (other than those owned by the Corporation and its Subsidiaries), directly or indirectly, ) and the number of outstanding shares of Class B Common Stock owned by such Members, directly in each case, disregarding, for purposes of maintaining the one-to-one ratio, (A) Unvested Corporate Shares, (B) treasury stock, (C) shares of Class B Common Stock that are surrendered to the Corporation for cancellation by a Member or indirectly;(D) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). (iib) Except as otherwise determined by the Manager (subject to the approval of the Original Unitholder Representative), in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries deliveries, repurchases or repurchasesredemptions, the number of outstanding Common Units ownedowned by the Corporation, directly or indirectlyindirectly through its Subsidiaries, by the Corporation will shall equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and. (iiic) Except as otherwise determined by the Manager (subject to the approval of the Original Unitholder Representative), in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectlyindirectly through its Subsidiaries, holds (in the case of any issuance, transfer or delivery) or ceases to hold hold, directly or indirectly through its Subsidiaries (in the case of any repurchase or redemption) ), equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (bd) Except as otherwise determined by the Board Manager (subject to the approval of Managers in its reasonable discretionthe Original Unitholder Representative), the Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock or other equity interests in the Company or the Corporation, as applicable, that is not accompanied by an identical subdivision or combination of the applicable classes of Units Common Units, Class A Common Stock or stock Class B Common Stock or other equity interests in the Company or Corporation, respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units ownedowned by the Corporation, directly or indirectlyindirectly through its Subsidiaries, by the Corporation and the number of outstanding shares of Class A Common Stock or Stock, (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, or (z) a one-to-one ratio between the number of outstanding other equity interests in the Corporation and any corresponding equity interests in the Company, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units ownedowned by the Corporation, directly or indirectlyindirectly through its Subsidiaries, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (ce) The Company shall only be permitted to issue additional Common Units or Units, or, subject to the Stockholders Agreement, establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoingforegoing and except as provided for in the Stockholders Agreement, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine and the Board of Managers Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding Member or any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect Person notwithstanding anything to the capitalization of the Corporation and the Companycontrary herein, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this including Section 3.04, Article XI and the other provisions hereof15.03.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the The Company: (i) the Company , and the Corporation shall shall, notwithstanding any other provision of this Agreement, undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division division, repurchase, redemption, cancellation or recapitalization, with respect to the Common Units, the Class A Common Stock, the Class B Common Stock, the Class C Common Stock or the Class B D Common Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the aggregate number of outstanding shares of Class A Common Stock and Class D Common Stock, (Bii) a one-to-one ratio between the number of Common Units owned by Members (other than the Founder Members, the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock Stock, and (iii) a one-to-one ratio between the number of Common Units owned by such the Founder Members, directly or indirectly; , and the number of outstanding shares of Class C Common Stock, in each case disregarding, for purposes of maintaining the one-to-one ratio, (iiA) in Unvested Corporate Shares, (B) treasury stock or (C) preferred stock or other debt or Equity Securities (including any Corresponding Rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock, Class B Common Stock, Class C Common Stock or Class D Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class A Common Stock or Class D Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Manager, the Company and the Corporation shall shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries deliveries, repurchases or repurchasesredemptions, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the aggregate number of outstanding shares of Class A Common Stock and Class D Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s capital stock (other than the Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock) or preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager, the Company and the Corporation shall shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests Equity Securities in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding capital stock (other than the Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock) or preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class B Common Stock in a transaction not contemplated in this Agreement, the Manager and the Company shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number of outstanding Common Units owned, directly or indirectly, by the Board of Managers in its reasonable discretionMembers (other than the Founder Members, the Corporation and its Subsidiaries), directly or indirectly, will equal on a one-for-one basis the number of outstanding shares of Class B Common Stock. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class C Common Stock in a transaction not contemplated in this Agreement, the Manager and the Company shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number of outstanding Common Units owned, directly or indirectly, by the Founder Members, directly or indirectly, will equal on a one-for-one basis the aggregate number of outstanding shares of Class C Common Stock. The Company, the Manager and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common UnitsUnits or the Class A Common Stock, Class A B Common Stock, Class C Common Stock or Class B D Common Stock Stock, as applicable, that is not accompanied by an identical subdivision or combination of the applicable classes of Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock or Common Units or stock respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or and Class D Common Stock, (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Founder Members, the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock and (z) a one-to-one ratio between the number of Common Units owned by the Founder Members, directly or indirectly, and the number of outstanding shares of Class C Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either each of (i) the number of Common Units owned, directly or indirectly, by the Corporation and the aggregate number of outstanding shares of Class A Common Stock or and Class D Common Stock, (ii) the number of Common Units owned by Members (other than the Founder Members, the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock and (iii) the number of Common Units owned by the Founder Members, directly or indirectly, and the number of outstanding shares of Class C Common Stock, in each case as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuanceincluding, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, deliveries repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i)3.04(a) without the requirement of any consent or acknowledgement of any other Member. (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 3.10, Section 3.11 and Section 3.113.12. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine and the Board of Managers Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member3.04. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuanceincluding, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Holdings and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number ratio, Unvested Holdings Shares, treasury stock, preferred stock or other securities of Holdings that are not convertible into or exercisable or exchangeable for Class A Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in Stock. In the event the Corporation Holdings issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries transfers or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation Holdings will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation Holdings issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s Holdings preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transferstransfers or repurchases, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Holdings holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) mirror equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding Holdings preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the stock. The Company and the Corporation shall not undertake any subdivision (by any Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) Holdings and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation Holdings and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.3(f). (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, 3.2 and this Section 3.04, Section 3.10 and Section 3.113.4. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine and the Board of Managers Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member3.4. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuanceincluding, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, GreenSky and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding i) unvested shares of Class B Common A Stock owned by such Membersissued pursuant to Incentive Plans, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by GreenSky that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by GreenSky to the equity capital of the Company). In the event the Corporation GreenSky issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation GreenSky will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation GreenSky issues, transfers or delivers from treasury stock or repurchases or redeems the CorporationGreenSky’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, GreenSky holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which that (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation GreenSky so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) GreenSky and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation GreenSky and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 7.2. Simultaneously with any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units, GreenSky shall implement a comparable adjustment to the Class B Common Stock so as to maintain at all times a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) GreenSky and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i)Stock. (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities equity securities in the Company only to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03in, this Section 3.04, Section 3.10 and Section 3.117.2. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine determine, and the Board of Managers Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 7.5 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, PubCo and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by PubCo that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by PubCo to the equity capital of the Company). In the event the Corporation PubCo issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation PubCo will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation PubCo issues, transfers or delivers from treasury stock or repurchases or redeems the CorporationPubCo’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, PubCo holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase purchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation PubCo so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined . PubCo shall, concurrently with any action taken by the Board Company pursuant to the requirements of Managers this Section 3.4, contribute the net proceeds (if any) received by PubCo in its reasonable discretion, respect of the events which gave rise to the Company’s obligation to undertake any action pursuant to the requirements of this Section 3.4 to the equity capital of the Company. The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) PubCo and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation PubCo and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.4(a). (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.033.2, this Section 3.043.4, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine and the Board of Managers Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 3.4 without the requirement of any consent or acknowledgement of any other Member. (dc) Notwithstanding At any other provision of this time an Exchanging Holder exchanges Common Units for a Cash Exchange Payment pursuant to the Exchange Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiariesshall cancel such Common Units upon receipt of such Common Units from such Exchanging Holder (provided, that, for the avoidance of doubt, this Section 3.4(c) acquires or holds any material amount of cash shall not apply in excess the case of any monetary obligations it reasonably anticipates, exchanges effectuated pursuant to a Share Settlement under the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereofExchange Agreement).

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) Manager, the Company and the Corporation shall shall, notwithstanding any other provision of this Agreement, undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division division, repurchase, redemption, cancellation or recapitalization, with respect to the Common Units, Units and the Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (Bii) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; , in each case, disregarding, for purposes of maintaining the one-to-one ratio, (iiA) Unvested Corporate Shares, (B) treasury stock or (C) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock or Class B Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). Except as otherwise determined by the Manager, in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries deliveries, repurchases or repurchasesredemptions, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will shall equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) . Except as otherwise determined by the Manager, in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) . Except as otherwise determined by the Board of Managers in its reasonable discretionManager, the Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock or other equity interests in the Company or the Corporation, as applicable, that is not accompanied by an identical subdivision or combination of the applicable classes of Units Common Units, Class A Common Stock or stock Class B Common Stock or other equity interests in the Company or Corporation, respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or Stock, (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, or (z) a one-to-one ratio between the number of outstanding other equity interests in the Corporation and any corresponding equity interests in the Company, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or and/or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine and the Board of Managers Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding i) shares of Class B A Common Stock owned by such Membersissued pursuant to the Corporate Incentive Award Plan that have not vested pursuant to the terms of the Corporate Incentive Award Plan or the terms of any award or similar agreement relating thereto, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase purchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined . The Corporation shall, concurrently with any action taken by the Board Company pursuant to the requirements of Managers in its reasonable discretionthis Section 3.04, contribute the Company and net proceeds (if any) received by the Corporation in respect of the events which gave rise to the Company’s obligation to undertake any action pursuant to the requirements of this Section 3.04 to the equity capital of the Company. The Company shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a). (b) The Company shall undertake all actions, including an issuance, a reclassification, distribution, division or recapitalization, with respect to the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and Units, to maintain at all times a one-to-one ratio between the number of outstanding shares of Class B Common Stock, Class C Common Stock and Class D Common Stock held by any Person and the number of Common Units owned by such Person. In the event the Corporation repurchases Class B Common Stock, Class C Common Stock or Class D Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such repurchases, the number of outstanding shares of Class B Common Stock, Class C Common Stock and Class D Common Stock held by any Person will equal on a one-to-one basis the number of Common Units owned by such Person. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class B Common Stock, Class C Common Stock and Class D Common Stock, in each case to the extent necessary to maintain at all times a one-to-one ratio between the number of outstanding shares of Class B Common Stock, Class C Common Stock and Class D Common Stock held by any Person and the number of Common Units owned by such Person as contemplated by the first sentence of this Section 3.04(a)(i3.04(b). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuanceincluding, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned owned, directly and indirectly, by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock and (iii) preferred stock and other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or and indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the CorporationCorporation holds, directly or indirectly, holds and indirectly (in the case of any issuance, transfer or delivery) ), or ceases to hold hold, directly and indirectly (in the case of any repurchase or redemption) ), equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or and indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or and indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a). (b) The Company shall undertake all actions, including, without limitation, a reclassification, dividend, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned, directly and indirectly, by the Members (other than the Corporation and the Blockers) and the number of outstanding shares of Class B Common Stock owned by all Members (other than the Corporation and the Blockers). The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class B Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by the Members (other than the Corporation and its Subsidiariesthe Blockers) and the number of outstanding shares of Class B Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Members (other than the Corporation and the Blockers) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(b). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding i) shares of Class B A Common Stock owned by such Membersissued pursuant to the Corporate Incentive Award Plan that have not vested pursuant to the terms of the Corporate Incentive Award Plan or the terms of any award or similar agreement relating thereto, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase purchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined . The Corporation shall, concurrently with any action taken by the Board Company pursuant to the requirements of Managers in its reasonable discretionthis Section 3.04, contribute the Company and net proceeds (if any) received by the Corporation in respect of the events which gave rise to the Company’s obligation to undertake any action pursuant to the requirements of this Section 3.04 to the equity capital of the Company. The Company shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a). (b) The Company shall undertake all actions, including an issuance, a reclassification, distribution, division or recapitalization, with respect to the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and Units, to maintain at all times a one-to-one ratio between the number of outstanding shares of Class B Common Stock, Class C Common Stock and Class D Common Stock held by any Person and the number of Common Units owned by such Person; provided, however, that the Company shall not be required to take any action to maintain a one-to-one ratio of Common Units to outstanding shares of Class B Common Stock following the cancellation of shares of Class B Common Stock as set forth in Section 4.02(f) of the Corporation’s Amended and Restated Certificate of Incorporation, as it may be amended from time to time. In the event the Corporation repurchases Class B Common Stock, Class C Common Stock or Class D Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such repurchases, the number of outstanding shares of Class B Common Stock, Class C Common Stock and Class D Common Stock held by any Person will equal on a one-to-one basis the number of Common Units owned by such Person. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class B Common Stock, Class C Common Stock and Class D Common Stock, in each case to the extent necessary to maintain at all times a one-to-one ratio between the number of outstanding shares of Class B Common Stock, Class C Common Stock and Class D Common Stock held by any Person and the number of Common Units owned by such Person as contemplated by the first sentence of this Section 3.04(a)(i3.04(b). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) Manager, the Company and the Corporation shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Units and the Class A Common Stock, Class B Stock or Class B C Common Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the aggregate number of outstanding shares of Class A Common Stock and Class C Common Stock and (Bii) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the aggregate number of outstanding shares of Class B Common Stock owned by such MembersMembers (including, in the case of the Searchlight Member, all outstanding shares of Class B Stock owned by all Searchlight Related Parties), directly or indirectly; , in each case, disregarding, for purposes of maintaining the one-to-one ratio, (iiA) Unvested Corporate Shares, (B) treasury stock or (C) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock, Class B Stock or Class C Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). Except as otherwise determined by the Manager, in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock or Class C Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the aggregate number of outstanding shares of Class A Common Stock and Class C Common Stock; and (iii) . Except as otherwise determined by the Manager, in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) . Except as otherwise determined by the Board of Managers in its reasonable discretionManager, the Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock, Class B Stock, Class C Common Stock or Class B Common Stock that is not other equity interests in the Company or the Corporation, as applicable, unless accompanied by an identical subdivision or combination of the applicable classes of Units Common Units, Class A Common Stock, Class B Stock, Class C Common Stock or stock other equity interests in the Company or Corporation, respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the aggregate number of outstanding shares of Class A Common Stock or and Class C Common Stock, (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common StockStock or (z) a one-to-one ratio between the number of outstanding other equity interests in the Corporation and any corresponding equity interests in the Company, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the aggregate number of outstanding shares of Class A Common Stock and Class C Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) Manager, the Company and the Corporation shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Units and the Class A Common Stock, Class B Stock or Class B C Common Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the aggregate number of outstanding shares of Class A Common Stock and Class C Common Stock and (Bii) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the aggregate number of outstanding shares of Class B Common Stock owned by such MembersMembers (including, in the case of the Searchlight Member, all outstanding shares of Class B Stock owned by all Searchlight Related Parties), directly or indirectly; , in each case, disregarding, for purposes of maintaining the one-to-one ratio, (iiA) Unvested Corporate Shares, (B) treasury stock or (C) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock, Class B Stock or Class C Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). Except as otherwise determined by the Manager, in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock or Class C Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the aggregate number of outstanding shares of Class A Common Stock and Class C Common Stock; and (iii) . Except as otherwise determined by the Manager, in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) . Except as otherwise determined by the Board of Managers in its reasonable discretionManager, the Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock, Class B Stock, Class C Common Stock or Class B Common Stock that is not other equity interests in the Company or the Corporation, as applicable, unless accompanied by an identical subdivision or combination of the applicable classes of Units Common Units, Class A Common Stock, Class B Stock, Class C Common Stock or stock other equity interests in the Company or Corporation, respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the aggregate number of outstanding shares of Class A Common Stock or and Class C Common Stock, (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common StockStock or (z) a one-to-one ratio between the number of US-DOCS\114008886.14 outstanding other equity interests in the Corporation and any corresponding equity interests in the Company, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the aggregate number of outstanding shares of Class A Common Stock and Class C Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by of the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company Company, to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or Agreement, and/or establish other classes or series of Units or other Equity Securities in the Company Company, at such times and upon such terms as the Board of Managers Manager shall determine and and, notwithstanding the Board provisions of Managers Section 16.03, the Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuanceincluding, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, GreenSky and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding i) unvested shares of Class B Common A Stock owned by such Membersissued pursuant to Incentive Plans, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by GreenSky that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by GreenSky to the equity capital of the Company). In the event the Corporation GreenSky issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation GreenSky will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation GreenSky issues, transfers or delivers from treasury stock or repurchases or redeems the CorporationGreenSky’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, GreenSky holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which that (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation GreenSky so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) GreenSky and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation GreenSky and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 7.2. Simultaneously with any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units, GreenSky shall implement a comparable adjustment to the Class B Common Stock so as to maintain at all times a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) GreenSky and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i)Stock. (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities equity securities in the Company only to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03in, this Section 3.04, Section 3.10 and Section 3.117.2. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine determine, and the Board of Managers Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 7.5 without the requirement of any consent or acknowledgement of any other Member. (dc) Notwithstanding any other provision anything to the contrary in this Section 7.2, in the event that (i) GreenSky repurchases Class A Common Stock using cash on the balance sheet of this AgreementGreenSky, if the Corporation or any of its Subsidiaries (other than which cash was not received pursuant to a redemption by the Company and its Subsidiariesof an equivalent number of Common Units, or (ii) acquires or holds any material amount GreenSky purchases Common Units, which purchase was funded by cash on the balance sheet of GreenSky, which cash was not received by GreenSky in excess a public offering of any monetary obligations it reasonably anticipatesan equivalent number of shares of Class A Common Stock nor in a redemption by the Company of Common Units, then, in each such case, the Corporation and the Board of Managers mayrequirement to maintain a one-to-one ratio shall not apply. In any such case, in their sole discretion, use such excess cash amount in such manner, and make such appropriate adjustments to or take such other actions with respect the Exchange Rate shall be made pursuant to the capitalization Section 2.3 of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereofExchange Agreement.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuanceincluding, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Membership Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Membership Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Membership Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Membership Unit split, stock split, Membership Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Membership Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Membership Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Membership Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Membership Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers Manager in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Restricted Units, Class A Common Stock, Class B Common Stock or Class B C Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and Stock, (B) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly, and (C) a one-to-one ratio between the number of Restricted Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class C Common Stock, in each case, disregarding, for purposes of maintaining the one-to-one ratio, (1) Unvested Corporate Shares, (2) treasury stock or (3) preferred stock or other debt or equity securities (including warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock or Class B Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company); (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers Manager in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Restricted Units, Class A Common Stock or Class B Common Stock that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i3.06(a)(i). (c) The Company shall only be permitted to issue additional Common Units or Restricted Units, or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, Section 3.05, this Section 3.043.06, Section 3.10 and 3.12, Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.13

Authorization and Issuance of Additional Units. (a) Except The Members acknowledge and agree that Holdings is intended to serve as a holding company for the Company, and that for each Unit issued by Holdings (each such unit issued by Holdings, a “Holdings Unit”), it is intended that the Company will issue (or has issued) a corresponding unit (each such unit issued to Holdings, a “Holdings Mirror Unit”). The Members further acknowledge and agree that to the extent the number of Class A common shares issued by the Corporation exceeds the number of Holdings Units issued to the Corporation (such excess shares, the “Excess Class A Shares”), the Company will issue (or has issued) corresponding units to the Corporation (a “Corporation Mirror Unit") or an Intermediate Member (a “Intermediate Mirror Unit,” and, together with the Corporation Mirror Units and the Holdings Mirror Units, the “Mirror Units”). Each of the Mirror Units is intended to have the same economic terms and entitlements as the corresponding Holdings Unit or Excess Class A Share, and in the case of a Class C Common Incentive Unit issued by the Company, each such Class C Common Incentive Unit shall be subject to the same terms, conditions and limitations (including applicable participation thresholds) as the applicable corresponding Holdings Unit. The Company shall take any and all action as the Manager determines in its sole discretion is necessary or appropriate to implement the intention of the Members described in this Section 3.04(a), including, without limitation, the acceptance of a contribution from Holdings, the Corporation, or any Intermediate Member of cash or other property in exchange for additional Units corresponding to Holdings Units or Excess Class A Shares, the conversion of Class C Incentive Units into Common Units in connection with any corresponding exchange made by Holdings pursuant to Section 11.05 of the limited liability company agreement of Holdings (the “Holdings LLCA”), the redemption or cancellation of corresponding Units in connection with a redemption or forfeiture of Holdings Units or Excess Class A Shares (other than, unless otherwise determined by the Board Manager, any redemption contemplated by Section 11.01 of Managers the Holdings LLCA), and any similar or related action in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of Managers) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemedforegoing. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i). (c) The Company shall only be permitted to issue additional Common Units or and Class C Common Incentive Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-one- to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and Stock, (B) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock or Class B Warrants owned by such Members, directly or indirectly;, and (C) a one-to-one ratio between the number of Series A Preferred Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Series A Preferred Stock. (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Managers, the Corporation and the Corporation Company shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of Managers) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Series A Preferred Units, Class A Common Stock or Class B Common Stock that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-to- one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and Corporation, the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock Stock, or the number of Series A Preferred Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Series A Preferred Stock, in each case as contemplated by Section 3.04(a)(i). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.023.01(c), Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actionsactions requested by the Manager, including an issuance, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock, or (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in , subject to the immediately preceding sentence. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock stock, if any, in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock Stock, as contemplated by the first sentence of this Section 3.04(a)(i3.03(a). (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, this Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.9

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers Manager in connection with a contribution of cash or other assets by the Corporation to the Company: (i) , the Company and the Corporation shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Units and the Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between (A) (x) the number of Common Units owned by the Corporation, directly or indirectly, plus (y) the number of common units of Xxxx LLC owned directly by the Corporation or its wholly owned Subsidiaries (the “Intermediate Holding Companies”), on the one hand and (B) the number of outstanding shares of Class A Common Stock Stock, on the other hand, and (Bii) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; , in each case, disregarding, for purposes of maintaining the one-to-one ratio, (iiA) treasury stock or (B) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock or Class B Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). Except as otherwise determined by the Manager in connection with a contribution of cash or other assets by the Corporation to the Company, in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, (x) the number of outstanding Common Units owned, directly or indirectly, by the Corporation plus (y) the number of common units of Xxxx LLC owned directly by the Corporation or the Intermediate Holding Companies will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) . Except as otherwise determined by the Manager in connection with a contribution of cash or other assets by the Corporation to the Company, in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company and Xxxx LLC, collectively, which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) . Except as otherwise determined by the Board of Managers Manager in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Stock, as applicable, that is not accompanied by an identical subdivision or combination of the applicable classes of Units Class A Common Stock, Class B Common Stock or stock Common Units, respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation plus the number of common units of Xxxx LLC owned directly by the Corporation or the Intermediate Holding Companies, on the one hand, and the number of outstanding shares of Class A Common Stock or Stock, on the other hand, and (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation plus the number of common units of Xxxx LLC owned directly by the Corporation or the Intermediate Holding Companies, on the one hand, and the number of outstanding shares of Class A Common Stock Stock, on the other hand, or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or and Class C Common Incentive Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuanceincluding, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Caliburn and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding i) unvested shares of Class B Common A Stock owned by such Membersissued pursuant to Incentive Plans, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by Caliburn that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by Caliburn to the equity capital of the Company). In the event the Corporation Caliburn issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation Caliburn will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation Caliburn issues, transfers or delivers from treasury stock or repurchases or redeems the CorporationCaliburn’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Caliburn holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which that (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation Caliburn so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) Caliburn and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation Caliburn and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 7.2. Simultaneously with any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units, Caliburn shall implement a comparable adjustment to the Class B Common Stock so as to maintain at all times a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) Caliburn and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i)Stock. (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities equity securities in the Company only to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03in, this Section 3.04, Section 3.10 and Section 3.117.2. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine determine, and the Board of Managers Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 7.2 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number ratio, (i) options, rights or securities of Common Units owned by Members (other than the Corporation and its Subsidiariesissued under an Equity Plan that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company), directly (ii) treasury stock, (iii) preferred stock or indirectlyother debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company), (iv) the issuance and the number distribution to holders of outstanding shares of Class B A Common Stock owned of rights to purchase Equity Securities of the Corporation under a “poison pill” or similar shareholders rights plan, or (v) Capital Contributions by such Members, directly or indirectly; (ii) in the Manager from excess cash at the Corporation. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this these Regulations or the Exchange Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the aggregate number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreementthese Regulations, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the aggregate number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect first sentence of this Section 3.04, Article XI and the other provisions hereof4.3(a).

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries), directly i) treasury stock or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by of the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the . The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company Company, to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers Manager in connection with a contribution of cash or other assets by the Corporation PubCo to the Company: (i) , the Company and the Corporation PubCo shall undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, the Preferred Units, the Class A Common Stock or Stock, the Class B Common Stock and the Preferred Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between the number of Common Units owned by the CorporationPubCo, directly or indirectly, and the number of outstanding shares of Class A Common Stock and Stock, in the aggregate, (Bii) a one-to-one ratio between the number of Common Units owned by Members each Member (other than the Corporation PubCo and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units ownedMember, directly or indirectly, by the Corporation will equal on and (iii) a one-forto-one basis ratio between the number of Preferred Units owned by PubCo, directly or indirectly, and the number of outstanding shares of Preferred Stock, in each case, disregarding, for purposes of maintaining the one-to-one ratio, (A) treasury stock or (B) preferred stock or other debt or equity securities (other than the Preferred Stock but including, without limitation, warrants, options or rights) issued by PubCo that are convertible into or exercisable or exchangeable for Class A Common Stock; and Stock or Class B Common Stock (iii) except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by PubCo to the equity capital of the Company). Except as otherwise determined by the Manager in connection with a contribution of cash or other assets by PubCo to the Company, in the event the Corporation PubCo issues, transfers or delivers from treasury stock or repurchases or redeems the CorporationPubCo’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation PubCo shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the CorporationPubCo, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation PubCo so issued, transferred, delivered, repurchased or redeemed. (b) . Except as otherwise determined by the Board of Managers Manager in its reasonable discretion, the Company and the Corporation PubCo shall not undertake any subdivision (by any Common Unit or Preferred Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit or Preferred Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Stock, Class B Common Stock or Preferred Units, as applicable, that is not accompanied by an identical subdivision or combination of the applicable classes of Class A Common Stock, Class B Common Stock, Common Units or stock Preferred Stock, respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation PubCo and the number of outstanding shares of Class A Common Stock or Stock, in the aggregate, (y) a one-to-one ratio between the number of Common Units owned by Members each Member (other than the Corporation PubCo and its Subsidiaries) and the number of outstanding shares of Class B Common Stock or (z) a one-to-one ratio between the number of Preferred Units owned by PubCo, directly or indirectly, and the number of outstanding shares of Preferred Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation PubCo and the number of outstanding shares of Class A Common Stock or Stock, the number of Common Units owned by Members (other than the Corporation PubCo and its Subsidiaries) and the number of outstanding shares of Class B Common Stock or the number of Preferred Units owned, directly or indirectly, by PubCo and the number of outstanding shares of Preferred Stock as contemplated by the first sentence of this ‎Section 3.06(a). For the avoidance of doubt, nothing in this Section 3.04(a)(i)3.06(a) requires a one-to-one ratio between the number of Common Units owned by a Member and the number of votes to which such Member is entitled on matters submitted to a vote of PubCo stockholders. (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02‎3.01, this ‎Section 3.06, Section 3.03, this Section 3.04, Section 3.10 3.11 and Section 3.112. Subject to the foregoingforegoing and the terms and conditions of Section ‎3.01(d), the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or and/or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine and the Board of Managers Manager shall amend or otherwise modify this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 3.06 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall shall, notwithstanding any other provision of this Agreement, undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division division, repurchase, redemption, cancellation or recapitalization, with respect to the Common Units, the Class A Common Stock, the Class B Common Stock, the Class C Common Stock or the Class B D Common Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the aggregate number of outstanding shares of Class A Common Stock and Class D Common Stock, and (Bii) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the aggregate number of outstanding shares of Class B Common Stock owned and Class C Common Stock, in each case disregarding, for purposes of maintaining the one-to-one ratio, (A) Unvested Corporate Shares, (B) treasury stock or (C) preferred stock or other debt or Equity Securities (including any Corresponding Rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock, Class B Common Stock, Class C Common Stock or Class D Common Stock (except to the extent the net proceeds from such Membersother securities, directly including any exercise or indirectly; (ii) in purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class A Common Stock or Class D Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Manager, the Company and the Corporation shall shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries deliveries, repurchases or repurchasesredemptions, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the aggregate number of outstanding shares of Class A Common Stock and Class D Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s capital stock (other than the Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock) or preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager, the Company and the Corporation shall shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests Equity Securities in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding capital stock (other than the Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock) or preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by . In the Board of Managers event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class B Common Stock in its reasonable discretiona transaction not contemplated in this Agreement, the Manager, the Company and the Corporation shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number of outstanding Common Units owned, directly or indirectly, by the Members (other than the Corporation and its Subsidiaries), directly or indirectly, will equal on a one-for-one basis the aggregate number of outstanding shares of Class B Common Stock and Class C Common Stock. The Company, the Manager and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common UnitsUnits or the Class A Common Stock, Class A B Common Stock, Class C Common Stock or Class B D Common Stock Stock, as applicable, that is not accompanied by an identical subdivision or combination of the applicable classes of Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock or Common Units or stock respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or and Class D Common Stock, and (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) ), directly or indirectly, and the aggregate number of outstanding shares of Class B Common Stock and Class C Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either each of (i) the number of Common Units owned, directly or indirectly, by the Corporation and the aggregate number of outstanding shares of Class A Common Stock or and Class D Common Stock, (ii) the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) ), directly or indirectly, and the aggregate number of outstanding shares of Class B Common Stock and Class C Common Stock, in each case as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.3.10

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers Manager in connection with a contribution of cash or other assets by the Corporation Pubco to the Company: (i) , the Company and the Corporation Pubco shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Units and the Class A Common Stock, or Class V-1 Common Stock or Class B V-3 Common Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Pubco and the number of outstanding shares of Class A Common Stock Stock, in the aggregate, and (Bii) a one-to-one ratio between the number of Common Units owned by Members each Member (other than the Corporation and its SubsidiariesPubco), directly or indirectly, and the number of outstanding shares of Class B V-1 Common Stock or Class V-3 Common Stock, as applicable, owned by such Members, directly or indirectly; (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units ownedMember, directly or indirectly, by in each case, disregarding, for purposes of maintaining the Corporation will equal on a one-forto-one basis the number ratio contemplated by clause (i) and clause (ii) of outstanding shares of this Section 3.03(a), (A) Unvested Corporate Shares, (B) treasury stock, and (C) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by Pubco that are convertible into or exercisable or exchangeable for Class A Common Stock; and , Class V-1 Common Stock or Class V-3 Common Stock (iii) except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by Pubco to the equity capital of the Company). Except as otherwise determined by the Manager in connection with a contribution of cash or other assets by Pubco to the Company, in the event the Corporation Pubco issues, transfers or delivers from treasury stock or repurchases or redeems the CorporationPubco’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager and the Corporation Pubco shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the CorporationPubco, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation Pubco so issued, transferred, delivered, repurchased or redeemed. (b) . Except as otherwise determined by the Board of Managers in its reasonable discretionManager, the Company and the Corporation Pubco shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B V-1 Common Stock or Class V-3 Common Stock, as applicable, that is not accompanied by an identical subdivision or combination of the applicable classes of Units Class A Common Stock, Class V-1 Common Stock or stock Class V-3 Common Stock or Common Units, respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, owned by the Corporation Pubco and the number of outstanding shares of Class A Common Stock Stock, in the aggregate, or (y) a one-to-one ratio between the number of Common Units owned by Members each Member (other than the Corporation and its Subsidiaries) Pubco), directly or indirectly, and the number of outstanding shares of Class B V-1 Common Stock or Class V-3 Common Stock, as applicable, owned by such Member, directly or indirectly, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, as contemplated by the Corporation and first sentence of this Section 3.03(a). For the number avoidance of outstanding shares of Class A Common Stock or doubt, nothing in this Section 3.03(a) requires a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) a Member and the number of outstanding shares votes to which such Member is entitled on matters submitted to a vote of Class B Common Stock as contemplated by Section 3.04(a)(i)Pubco stockholders. (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, this Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall shall, notwithstanding any other provision of this Agreement, undertake all actions, including including, without limitation, an issuance, reclassification, distribution, division division, repurchase, redemption, cancellation or recapitalization, with respect to the Common Units, the Class A Common Stock, the Class B Common Stock, the Class C Common Stock or the Class B D Common Stock, as applicable, to maintain at all times (Ai) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the aggregate number of outstanding shares of Class A Common Stock and Class D Common Stock, and (Bii) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the aggregate number of outstanding shares of Class B Common Stock owned and Class C Common Stock, in each case disregarding, for purposes of maintaining the one-to-one ratio, (A) Unvested Corporate Shares, (B) treasury stock or (C) preferred stock or other debt or Equity Securities (including any Corresponding Rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock, Class B Common Stock, Class C Common Stock or Class D Common Stock (except to the extent the net proceeds from such Membersother securities, directly including any exercise or indirectly; (ii) in purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class A Common Stock or Class D Common Stock in a transaction not contemplated in this Agreement, the Board of Managers Manager, the Company and the Corporation shall shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries deliveries, repurchases or repurchasesredemptions, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the aggregate number of outstanding shares of Class A Common Stock and Class D Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s capital stock (other than the Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock) or preferred stock in a transaction not contemplated in this Agreement, the Board of Managers Manager, the Company and the Corporation shall shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests Equity Securities in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding capital stock (other than the Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock) or preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by . In the Board of Managers event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class B Common Stock in its reasonable discretiona transaction not contemplated in this Agreement, the Manager, the Company and the Corporation shall, notwithstanding any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the number of outstanding Common Units owned, directly or indirectly, by the Members (other than the Corporation and its Subsidiaries), directly or indirectly, will equal on a one-for-one basis the aggregate number of outstanding shares of Class B Common Stock and Class C Common Stock. The Company, the Manager and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common UnitsUnits or the Class A Common Stock, Class A B Common Stock, Class C Common Stock or Class B D Common Stock Stock, as applicable, that is not accompanied by an identical subdivision or combination of the applicable classes of Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock or Common Units or stock respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or and Class D Common Stock, and (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) ), directly or indirectly, and the aggregate number of outstanding shares of Class B Common Stock and Class C Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either each of (i) the number of Common Units owned, directly or indirectly, by the Corporation and the aggregate number of outstanding shares of Class A Common Stock or and Class D Common Stock, (ii) the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) ), directly or indirectly, and the aggregate number of outstanding shares of Class B Common Stock and Class C Common Stock, in each case as contemplated by the first sentence of this Section 3.04(a)(i3.04(a). (cb) The Company shall only be permitted to issue additional Common Units or Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or and/or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine and the Board of Managers Manager shall amend this Agreement as solely to the extent necessary in connection with the issuance of additional Common Units, to establish other classes or series of Units and or other Equity Securities in the Company, or admission of additional Members under this Section 3.04 3.04, in each case without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding Member or any other provision Person and notwithstanding anything to the contrary herein, including Section 15.03. Without the prior written consent of this Agreementthe Members holding a majority of the Units then outstanding, if at any other time (excluding for purposes of such calculation the Corporation and all Units held directly or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipatesindirectly by it), the Corporation and agrees not to form or hold any interest in any Subsidiary other than (X) indirectly through the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to Company or take such other actions with respect to the capitalization (Y) a Subsidiary of the Corporation and that holds no assets other than, directly or indirectly, Equity Securities of the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Corporation and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding i) shares of Class B A Common Stock owned by such Membersissued pursuant to the Corporate Incentive Award Plan that have not vested pursuant to the terms of the Corporate Incentive Award Plan or the terms of any award or similar agreement relating thereto, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase purchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined . The Corporation shall, concurrently with any action taken by the Board Company pursuant to the requirements of Managers in its reasonable discretionthis Section 3.04, contribute the Company and net proceeds (if any) received by the Corporation in respect of the events which gave rise to the Company’s obligation to undertake any action pursuant to the requirements of this Section 3.04 to the equity capital of the Company. The Company shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a). (b) The Company shall undertake all actions, including an issuance, a reclassification, distribution, division or recapitalization, with respect to the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and Units, to maintain at all times a one-to-one ratio between the number of outstanding shares of Class B Common Stock, Class C Common Stock and Class D Common Stock held by any Person and the number of Common Units owned by such Person; provided, however, that the Company shall not be required to take any action to maintain a one-to-one ratio of Common Units to outstanding shares of Class B Common Stock following the cancellation of shares of Class B Common Stock as set forth in Section 4.02(f) of the Corporation’s Amended and Restated Certificate of Incorporation, as it may be amended from time to time. In the event the Corporation repurchases Class B Common Stock, Class C Common Stock or Class D Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such repurchases, the number of outstanding shares of Class B Common Stock, Class C Common Stock and Class D Common Stock held by any Person will equal on a one-to-one basis the number of Common Units owned by such Person. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class B Common Stock, Class C Common Stock and Class D Common Stock, in each case to the extent necessary to maintain at all times a one-to-one ratio between the number of outstanding shares of Class B Common Stock, Class C Common Stock and Class D Common Stock held by any Person and the number of Common Units owned by such Person as contemplated by the first sentence of this Section 3.04(a)(i3.04(b). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine and the Board of Managers shall Manager shall, and is hereby authorized to, promptly amend this Agreement and the Schedule of Members attached hereto as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

Authorization and Issuance of Additional Units. (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the The Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, PubCo and the number of outstanding shares of Class A Common Stock and (B) a Stock, disregarding, for purposes of maintaining the one-to-one ratio between the number of Common Units owned by Members ratio, (other than the Corporation and its Subsidiaries)i) Unvested Corporate Shares, directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in treasury stock or (iii) preferred stock or other debt or equity securities (including warrants, options or rights) issued by PubCo that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by PubCo to the equity capital of the Company). In the event the Corporation PubCo issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, owned by the Corporation PubCo will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in . In the event the Corporation PubCo issues, transfers or delivers from treasury stock or repurchases or redeems the CorporationPubCo’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and Manager shall have the Corporation shall authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, PubCo holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase purchase or redemption) equity interests in the Company which (in the good faith determination by the Board of ManagersManager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation PubCo so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined . PubCo shall, concurrently with any action taken by the Board Company pursuant to the requirements of Managers this Section 3.4 , contribute the net proceeds (if any) received by PubCo in its reasonable discretion, respect of the events which gave rise to the Company’s obligation to undertake any action pursuant to the requirements of this Section 3.4 to the equity capital of the Company. The Company and the Corporation shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock Units that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock Class A Common Stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) PubCo and the number of outstanding shares of Class B A Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, owned by the Corporation PubCo and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by the first sentence of this Section 3.04(a)(i3.4(a). (cb) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.033.2, this Section 3.043.4, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers Manager may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers Manager shall determine and the Board of Managers Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 3.4 without the requirement of any consent or acknowledgement of any other Member. (dc) Notwithstanding At any other provision of this time an Exchanging Holder exchanges Common Units for a Cash Exchange Payment pursuant to the Exchange Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiariesshall cancel such Common Units upon receipt of such Common Units from such Exchanging Holder (provided, that, for the avoidance of doubt, this Section 3.4(c) acquires or holds any material amount of cash shall not apply in excess the case of any monetary obligations it reasonably anticipates, exchanges effectuated pursuant to a Share Settlement under the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereofExchange Agreement).