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

Authorization and Issuance of Additional Units. (a) The Company shall have the authority to issue an unlimited number of Units. (b) The Managing Member is authorized to (i) issue additional Units, (ii) create additional classes of Units, (iii) subdivide the Units of any such class into one or more series, (iv) fix the designations, powers, preferences and rights of the Units of each such class or series and any qualifications, limitations or restrictions thereof, and (v) subject to Article 13, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement. (c) The authority of the Managing Member with respect to each such class and series created in accordance with this Section 3.5 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iii) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company, (iv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (v) any other relative rights, preferences and limitation of that class or series. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI issues shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI with respect to such Class A Common Stock. Upon the contribution by HLI to the Company of all (but not less than all) of such net proceeds and property (if any) so received by HLI, the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLI, such that, at all times, the number of Class A Units held by HLI equals the number of outstanding shares of Class A Common Stock. (f) At any time that HLI issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue to HLI an equal number of Class A Units, registered in the name of HLI; provided that HLI shall be required to contribute all (but not less than all) the net proceeds and property (if any) received by HLI from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by HLI in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI in connection therewith in accordance with the preceding provisions of this Section 3.5(f) 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 an equal number of Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f) shall automatically vest or be forfeited. Any cash or property held by either HLI or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock.

Authorization and Issuance of Additional Units. (a) The Company shall have the authority to issue an unlimited number of Units. (b) The Managing Member is authorized to (i) may issue additional Units, (ii) create additional classes Class A Units and/or establish and issue other Classes of Units, (iii) subdivide other Equity Securities in the Units of any Company or other Company securities from time to time with such class into one or more seriesrights, (iv) fix the designationsobligations, powers, designations, preferences and rights other terms, which may be different from, including senior to, any then existing or future Classes of Units, other Equity Securities in the Units of each such class Company or series and any qualificationsother Company securities, limitations or restrictions thereof, and (v) subject to Article 13, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement. (c) The authority of as the Managing Member with respect shall determine from time to each such class and series created time, in accordance with this Section 3.5 shall include establishing its sole discretion, without the following: vote or consent of any other Member or any other Person, including (i) the number right of Units such Units, other Equity Securities in the Company or other Company securities constituting that class to share in Net Income and Net Loss or series and the distinctive designation items thereof, ; (ii) whether or not the Units or securities right of such class Units, other Equity Securities in the Company or series other Company securities to share in Company distributions; (iii) the rights of such Units, other Equity Securities or other Company securities upon dissolution and liquidation of the Company; (iv) whether, and the terms and conditions upon which, the Company may or shall be redeemablerequired to redeem such Units, and other Equity Securities in the Company or other Company securities (including sinking fund provisions); (v) whether such Units, other Equity Securities in the Company or other Company securities are issued with the privilege of conversion or exchange and, if so, the terms and conditions of such redemptionconversion or exchange; (vi) the terms and conditions upon which such Units, including other Equity Securities in the date Company or dates upon other Company securities will be issued, evidenced by certificates or after which they shall be redeemable assigned or transferred; (vii) the terms and conditions of the issuance of such Units, other Equity Securities in the Company or other Company securities (including, without limitation, the amount per Unit and form of consideration, if any, to be received by the Company in respect thereof, the Managing Member being expressly authorized, in its sole discretion, to cause the Company to issue Units, other Equity Securities in the Company or security payable in case of redemption, which amount may vary under different conditions other Company securities for less than Fair Market Value); and at different redemption dates, (iiiviii) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company, (iv) the relative rights of priorityright, if any, of allocations the holder of income such Units, other Equity Securities in the Company or loss other Company securities to vote on Company matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units, other Equity Securities in the Company or other Company securities. The Managing Member, without the vote or consent of payment with respect any other Member or any other Person, is authorized (i) to issue any Units, other Equity Securities in the Company or other Company securities of any such newly established Class or any existing Class and (ii) to amend this Agreement to reflect the creation of any such new Class, the issuance of Units, other Equity Securities in the Company or other Company securities of such Class, and the admission of any Person as a Member which has received Units or securities other Equity Securities of that class or series and (v) any other relative rightssuch Class, preferences and limitation of that class or series. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) 3.2, 7.4 and (f)9. (e) If, following the IPO, HLI issues shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI with respect to such Class A Common Stock. Upon the contribution by HLI to the Company of all (but not less than all) of such net proceeds and property (if any) so received by HLI, the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLI, such that, at all times, the number of Class A Units held by HLI equals the number of outstanding shares of Class A Common Stock. (f) At any time that HLI issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue to HLI an equal number of Class A Units, registered in the name of HLI; provided that HLI shall be required to contribute all (but not less than all) the net proceeds and property (if any) received by HLI from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by HLI in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI in connection therewith in accordance with the preceding provisions of this Section 3.5(f) 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 an equal number of Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f) shall automatically vest or be forfeited. Any cash or property held by either HLI or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock.

Authorization and Issuance of Additional Units. (a) The Company Managing Member shall have the authority right to cause the Company to issue an unlimited number and/or create and issue at any time after the date hereof, and for such amount and form of consideration as the Managing Member may determine, additional Units (of Class A Units, Class B Units, Class C Units, LTIP Units or new classes) or other Equity Securities of the Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Managing Member), subject to Section 15.08 and to the remaining provisions of this Section 3.02. The Managing Member shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.02(a), subject to Section 15.08 and Section 3.02(b). (b) The Notwithstanding anything in this Section 3.02 to the contrary, the Managing Member is authorized shall not be entitled to (i) cause the Company to issue additional Units, (ii) create additional classes of Units, (iii) subdivide the any Units of any such class into one or more series, (iv) fix the designations, powers, preferences and rights other Equity Securities of the Company (other than Class A Units issued pursuant to Sections 3.02(d), 3.02(e) or 3.02(f)) without the prior written consent of each such class or series and any qualifications, limitations or restrictions thereof, and (v) subject to Article 13, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights holders of all a Majority in Interest of the classes and series thereafter authorized under this AgreementClass B Units. (c) The authority If, as a result of an exchange pursuant to the Managing Member with respect to Exchange Agreement, PubCo acquires (in any manner) Class B Units, each such class and series created in accordance with this Section 3.5 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Class B Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iii) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company, (iv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (v) any other relative rights, preferences and limitation of that class or seriesacquired by PubCo will automatically convert into one Class A Unit. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units At any time PubCo issues one or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI issues more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f3.02(f)): (i) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI PubCo shall promptly contribute to the Company and the other Operating Subsidiaries (allocated among them in accordance with their relative equity values at the time, as determined pursuant to the Relative Value Determination) all the net proceeds and property (if any) received by HLI PubCo with respect to such share or shares of Class A Common Stock. Upon ; and (ii) the contribution Managing Member shall cause the Company to issue, in exchange for the portion of the net proceeds contributed by HLI PubCo to the Company (as determined in accordance with the preceding clause), the same number of Class A Units, registered in the name of PubCo, as the number of shares of Class A Stock so issued by PubCo. (e) At any time PubCo issues one or more shares of capital stock of PubCo (other than Class A Stock or Class B Stock): (i) PubCo shall contribute to the Company and the other Operating Subsidiaries (allocated among them in accordance with their relative equity values at the time, as determined pursuant to the Relative Value Determination) all (but not less than all) of such the net proceeds and property (if any) so received by HLIPubCo with respect to such share or shares of capital stock; and (ii) subject to the provisions of Section 3.02(a), 3.02(b) and 15.08, the Managing Member shall cause the Company to issue issue, in exchange for the portion of the net proceeds contributed to the Company (as determined in accordance with the preceding clause), a corresponding number of Units or other Equity Securities of the Company (other than Class A Units equal to the Units) (such corresponding number of shares Units or Equity Securities to be determined in good faith by the Managing Member, taking into account the powers, designations, preferences and rights of Class A Common Stock so issuedsuch capital stock), registered in the name of HLI, such that, at all times, the number of Class A Units held by HLI equals the number of outstanding shares of Class A Common StockPubCo. (f) At any time that HLI PubCo issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwiseotherwise (other than, for the avoidance of doubt, the Managing Member exchange of Class C Units as provided in Section 14.03(b)): (i) PubCo shall cause contribute to the Company and the other Operating Subsidiaries (allocated among them in accordance with their relative equity values at the time, as determined pursuant to issue to HLI an equal number of Class A Units, registered in the name of HLI; provided that HLI shall be required to contribute Relative Value Determination) all (but not less than all) the net proceeds and property (if any) received by HLI PubCo from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised; and (ii) the Managing Member shall cause the Company to issue, in exchange for the portion of the net proceeds thereof contributed to the CompanyCompany (as determined in accordance with the preceding clause), the same number of Class A Units, registered in the name of PubCo, as the number of shares of Class A Stock so issued by PubCo. If any such shares of Class A Common Stock so issued by HLI PubCo in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI PubCo in connection therewith in accordance with the preceding provisions of this Section 3.5(f3.02(f) 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 an equal the same number of Class A Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f3.02(f) shall automatically vest or be forfeited. Any cash or property held by either HLI PubCo or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail fails to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock.

Authorization and Issuance of Additional Units. (a) The Company Managing Member shall have the authority right to cause the Company to issue an unlimited number and/or create and issue at any time after the date hereof, and for such amount and form of consideration as the Managing Member may determine, additional Units (of Class A Units, Class B Units or new classes) or other Equity Securities of the Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Managing Member), subject to Section 14.08 and to the remaining provisions of this Section 3.02. The Managing Member shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.02(a), subject to Section 14.08 and Section 3.02(b). (b) The Notwithstanding anything in this Section 3.02 to the contrary, the Managing Member is authorized shall not be entitled to (i) cause the Company to issue additional Units, (ii) create additional classes of Units, (iii) subdivide the any Units of any such class into one or more series, (iv) fix the designations, powers, preferences and rights other Equity Securities of the Company (other than Class A Units issued pursuant to Sections 3.02(d), 3.02(e) or 3.02(f)) without the prior written consent of each such class or series and any qualifications, limitations or restrictions thereof, and (v) subject to Article 13, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights holders of all a Majority in Interest of the classes and series thereafter authorized under this AgreementClass B Units. (c) The authority If, as a result of an exchange pursuant to the Managing Member with respect to Exchange Agreement, PubCo acquires (in any manner) Class B Units, each such class and series created in accordance with this Section 3.5 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Class B Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iii) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company, (iv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (v) any other relative rights, preferences and limitation of that class or seriesacquired by PubCo will automatically convert into one Class A Unit. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units At any time Pubco issues one or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI issues more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f3.02(f)): (i) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI Pubco shall promptly contribute to the Company and the other Operating Subsidiaries (allocated among them in accordance with their relative equity values at the time, as determined pursuant to the Relative Value Determination) all the net proceeds and property (if any) received by HLI Pubco with respect to such share or shares of Class A Common Stock. Upon ; and (ii) the contribution Managing Member shall cause the Company to issue, in exchange for the portion of the net proceeds contributed by HLI Pubco to the Company (as determined in accordance with the preceding clause), the same number of Class A Units registered in the name of Pubco as the number of shares of Class A Stock so issued by PubCo. (e) At any time Pubco issues one or more shares of capital stock of Pubco (other than Class A Stock or Class B Stock): (i) Pubco shall contribute to the Company and the other Operating Subsidiaries (allocated among them in accordance with their relative equity values at the time, as determined pursuant to the Relative Value Determination) all (but not less than all) of such the net proceeds and property (if any) so received by HLIPubco with respect to such share or shares of capital stock; and (ii) subject to the provisions of Section 3.02(a), 3.02(b) and 14.08, the Managing Member shall cause the Company to issue issue, in exchange for the portion of the net proceeds contributed to the Company (as determined in accordance with the preceding clause), a corresponding number of Units or other Equity Securities of the Company (other than Class A Units equal to the Units) (such corresponding number of shares Units or Equity Securities to be determined in good faith by the Managing Member, taking into account the powers, designations, preferences and rights of Class A Common Stock so issued, such capital stock) registered in the name of HLI, such that, at all times, the number of Class A Units held by HLI equals the number of outstanding shares of Class A Common StockPubco. (f) At any time that HLI Pubco issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member : (i) Pubco shall cause contribute to the Company and the other Operating Subsidiaries (allocated among them in accordance with their relative equity values at the time, as determined pursuant to issue to HLI an equal number of Class A Units, registered in the name of HLI; provided that HLI shall be required to contribute Relative Value Determination) all (but not less than all) the net proceeds and property (if any) received by HLI Pubco from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised; and (ii) the Managing Member shall cause the Company to issue, in exchange for the portion of the net proceeds thereof contributed to Company (as determined in accordance with the Companypreceding clause), the same number of Class A Units registered in the name of Pubco as the number of shares of Class A Stock so issued by PubCo. If any such shares of Class A Common Stock so issued by HLI Pubco in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI Pubco in connection therewith in accordance with the preceding provisions of this Section 3.5(f3.02(f) 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 an equal the same number of Class A Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f3.02(f) shall automatically vest or be forfeited. Any cash or property held by either HLI Pubco or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail fails to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock.

Authorization and Issuance of Additional Units. (a) After the Offering has been completed or terminated, the Manager is authorized to cause the Company to issue, offer and sell Units and Additional Units subject to the restrictions contained in this subparagraph (a) and elsewhere in this Section 3.4. (i) The Manager shall be issued 10 Class B Units. (ii) The Manager may offer Additional Units, regardless of the amount of the gross offering proceeds to be received by the Company shall have upon such sales, if the authority sale of such Additional Units has been disclosed to issue an unlimited number of Unitsand approved by the Class A Members acting by a Majority Vote as provided in Section 3.4(c). (b) The Managing Member Any Additional Units that the Manager is authorized to (i) issue additional Units, (ii) create additional classes under this Section 3.4 may be of Units, (iii) subdivide the same Class or series of Units issued under Section 3.3 or of any some other Class or series. If such class into one Additional Units are of a different Class or more series, (iv) fix such Additional Units shall have such rights, preferences, privileges, and interests as may be designated by the designationsManager at the time such Additional Units are issued, powersincluding the rights to receive Distributions that are senior to the rights of existing Unit Holders and the Manager. At the time such Additional Units are offered, preferences and the Manager shall prepare an addendum to this Agreement setting forth the rights of the purchasers of such Additional Units of each such class or series to participate in the Distributions, to be allocated Profits and any qualifications, limitations or restrictions thereofLosses, and (v) subject to Article 13enjoy any other special rights as new Members under this Agreement, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights terms of such addendum shall constitute for all the classes and series thereafter authorized under purposes an amendment to this Agreement. (c) The authority If the Manager is required, or on its own initiative decides, to solicit the approval of Members to authorize the Managing Member with respect issuance and sale of Additional Units, the Manager shall prepare and submit to each such class and series created in accordance with this Section 3.5 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not the Units or securities of such class or series shall be redeemable, and if so, Members for approval a written statement summarizing the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iii) the rights and preferences offering of the Units or securities Additional Units. The Members shall have a period of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company, (iv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (v) any other relative rights, preferences and limitation of that class or series. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI issues shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI with respect to such Class A Common Stock. Upon the contribution by HLI to the Company of all (but not less than all) 20 days after the mailing of such net proceeds written statement to the Members to approve or disapprove of the proposed offering and property (if any) so received sale of the Additional Units. If such offering and sale of Additional Units is approved by HLIMembers acting by a Majority Vote, the Managing Member shall Manager may cause the Company thereafter to offer, sell and issue a number of Class A the Additional Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLI, such that, at all times, the number of Class A Units held by HLI equals the number of outstanding shares of Class A Common Stock. (f) At any time that HLI issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue to HLI an equal number of Class A Units, registered in the name of HLI; provided that HLI shall be required to contribute all (but not less than all) the net proceeds and property (if any) received by HLI from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by HLI in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI in connection therewith in accordance with the preceding provisions approved terms, as long as such offering of this Section 3.5(f) shall be subject to vesting or forfeiture on the same basis; if any Additional Units is commenced no later than 90 days after the Manager's receipt of such shares of Class A Common Stock vest or are forfeited, then an equal number of Units issued by the Company in accordance with requisite approval from the preceding provisions of this Section 3.5(f) shall automatically vest or be forfeited. Any cash or property held by either HLI or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common StockMembers.

Authorization and Issuance of Additional Units. (a) The Company shall have the authority to issue an unlimited number of Units. (b) The Managing Member is authorized to (i) issue and create additional Unitsclasses of Units or issue and create any Capital Stock, (ii) create additional classes of Units, (iii) subdivide the Units or Capital Stock of any such class into one or more series, (iviii) fix the designations, powers, preferences and rights of the Units or Capital Stock of each such class or series and any qualifications, limitations or restrictions thereof, (iv) admit new Members and (v) subject to Article 13XII, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement; provided, however, that so long as the Founder Member Ownership Threshold is met, the Managing Member shall not issue additional Units or any other Capital Stock of the Company to any Person (other than to the Managing Member pursuant to Section 3.4(c), Section 3.4(f), the Exchange Agreement or the Investment Agreement) without the prior written consent of the Founder Member Representative. (cb) The authority of the Managing Member with respect to each such class and series created in accordance with this Section 3.5 3.3 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, ; (ii) whether or not that class or series shall have voting rights and, if so, the terms of such voting rights; (iii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, ; (iiiiv) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, ; (ivv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series series; and (vvi) any other relative rights, preferences and limitation of that class or series. (dc) Notwithstanding At any time that the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI Managing Member issues shares a share of Class A Common Stock or a share of other Capital Stock of the Managing Member (other than Class B Common Stock and other than Class A Common Stock issued in connection with an issuance of the type covered by Section 3.5(f) or pursuant to Exchange (as defined in the Exchange Agreement)) for cash or other consideration (including Capital Stock or assets of another Person), unless such net proceeds are used to purchase Units from Members, HLI shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI the Managing Member with respect to such share, if any, shall be concurrently transferred to the Company, and (i) with respect to issuances of Class A Common Stock. Upon , the contribution by HLI Company shall issue to the Company Managing Member, for each share of all (but not less than all) of such net proceeds and property (if any) so received by HLIClass A Common Stock issued, the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLIthe Managing Member that is equal to the Exchange Ratio, such that, at all timesor (ii) with respect to issuances of Capital Stock of the Managing Member (other than Class A Common Stock or Class B Common Stock), the number Company shall issue to the Managing Member, for each such share of such Capital Stock issued by the Managing Member, one (1) unit of Capital Stock of the Company registered in the name of the Managing Member on substantially equivalent terms. (d) Any issuance of Units to the Managing Member after the Effective Date (other than pursuant to Section 3.1(f), Section 3.4(c) or Section 3.4(f) or transfers of Units to the Managing Member pursuant to the Exchange Agreement or the Investment Agreement) (each, a “Dilutive Issuance”) shall be at a purchase price equal to the Fair Market Value of such Unit; provided, however, that with respect to any Dilutive Issuance of Class A Units held by HLI equals Units, such Fair Market Value shall be equal to (i) the number average Closing Price of outstanding shares of the Class A Common StockStock for each of the consecutive ten (10) trading days ended on the second Business Day prior to such issuance of Units, multiplied by (ii) the then-applicable Exchange Ratio. (e) Concurrently with each Dilutive Issuance, so long as the Founder Member Ownership Threshold is met, each Founder Member shall have the right to purchase, at the same price and on the same terms on which the Managing Member is purchasing Units in such Dilutive Issuance, up to (at the discretion of such Member) such number of the same type of Units as would be necessary for such Founder Member to own the same percentage of all such Units outstanding immediately after such Dilutive Issuance as such Member owned immediately prior to such Dilutive Issuance. (f) At any time that HLI the Managing Member issues one or more shares a share of Class A Common Stock under pursuant to the Equity Incentive Plan or any other equity incentive program, (whether such share or shares are issued upon pursuant to the exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock option or otherwise), the following shall be deemed to occur in accordance with Regulations Sections 1.83-6(d)(1) and 1.1032-3: (i) the Managing Member shall cause be deemed to contribute to the capital of the Company as a Capital Contribution an amount of cash equal to issue to HLI an equal number of the Closing Price on the date such share is issued (or, if earlier, the date the related option is exercised) in exchange for a Class A Units, registered Unit (and such Class A Unit in the name of HLI; provided that HLI fact shall be required to contribute all issued); (but not less than allii) the net proceeds and property (if any) received by HLI from or otherwise in connection with Company shall be deemed to purchase such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares share of Class A Common Stock so issued by HLI in connection with an equity incentive program are subject to vesting or forfeiture provisions, then from the Class A Units that are issued by Managing Member for the amount of such deemed cash Capital Contribution; and (iii) the Company to HLI in connection therewith in accordance with the preceding provisions of this Section 3.5(f) shall be subject deemed to vesting or forfeiture on the same basis; if any of Transfer such shares share of Class A Common Stock vest or are forfeited, then an equal number to the recipient of Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f) shall automatically vest or be forfeited. Any cash or property held by either HLI or the Company or on either’s behalf in respect of dividends paid on restricted such Class A Common Stock that fail to vest shall be returned pursuant to the Company upon the forfeiture of such restricted Class A Common StockIncentive Plan.

Authorization and Issuance of Additional Units. (a) The Company shall have the authority to issue an unlimited number of Units. (b) The Managing Member is authorized to (i) issue additional Units, including upon the exercise of warrants to purchase Units outstanding on the date hereof, (ii) create additional classes of Units, (iii) subdivide the Units of any such class into one or more series, (iv) fix the designations, powers, preferences and rights of the Units of each such class or series and any qualifications, limitations or restrictions thereof, and (v) subject to Article 1312, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement. (cb) The authority of the Managing Member with respect to each such class and series created in accordance with this Section 3.5 3.2 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iii) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-—up of the Company, (iv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (v) any other relative rights, preferences and limitation of that class or series. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (ec) If, following the IPO, HLI Station Corp. issues shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f3.2(d) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI Station Corp. shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI Station Corp. with respect to such Class A Common Stock. Upon the contribution by HLI Station Corp. to the Company of all (but not less than all) of such net proceeds and property (if any) so received by HLIStation Corp., the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLIStation Corp., such that, at all times, the number of Class A Units held by HLI Station Corp. equals the number of outstanding shares of Class A Common Stock. (fd) At any time that HLI Station Corp. issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue to HLI Station Corp. an equal number of Class A Units, registered in the name of HLIStation Corp.; provided that HLI Station Corp. shall be required to contribute all (but not less than all) the net proceeds and property (if any) received by HLI Station Corp. from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by HLI Station Corp. in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI Station Corp. in connection therewith in accordance with the preceding provisions of this Section 3.5(f3.2(d) 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 an equal number of Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f3.2(d) shall automatically vest or be forfeited. Any cash or property held by either HLI Station Corp. or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock. (e) For purposes of this Section 3.2, “net proceeds” means gross proceeds to Station Corp. from the issuance of Class A Common Stock or other securities less any underwriting or similar discounts or commissions and all bona fide out-of-pocket expenses of Station Corp., the Company and their respective subsidiaries in connection with such issuance. (f) Notwithstanding anything to the contrary in this Section 3.2, the Company shall not, and the Managing Member shall cause it not to, issue any Capital Stock in the Company other than Units that (i) have rights and privileges identical to those of the Units outstanding at the Effective Time except for any vesting or forfeiture provisions established in accordance with Section 3.2(d) and (ii) are issued in accordance with Section 3.2(c) or (d).

Authorization and Issuance of Additional Units. (a) The Company Managing Member shall have the authority right to cause the Company to issue an unlimited number and/or create and issue at any time after the date hereof, and for such amount and form of consideration as the Managing Member may determine, additional Units (of Class A Units, Class B Units, Class C Units, LTIP Units or new classes) or other Equity Securities of the Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Managing Member), subject to Section 15.08 and to the remaining provisions of this Section 3.02. The Managing Member shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.02(a), subject to Section 15.08 and Section 3.02(b). (b) The Notwithstanding anything in this Section 3.02 to the contrary, the Managing Member is authorized shall not be entitled to (i) cause the Company to issue additional Units, (ii) create additional classes of Units, (iii) subdivide the any Units of any such class into one or more series, (iv) fix the designations, powers, preferences and rights other Equity Securities of the Company (other than Class A Units issued pursuant to Sections 3.02(d), 3.02(e) or 3.02(f)) without the prior written consent of each such class or series and any qualifications, limitations or restrictions thereof, and (v) subject to Article 13, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights holders of all a Majority in Interest of the classes and series thereafter authorized under this AgreementClass B Units. (c) The authority If, as a result of an exchange pursuant to the Managing Member with respect to Exchange Agreement, PubCo acquires (in any manner) Class B Units, each such class and series created in accordance with this Section 3.5 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Class B Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iii) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company, (iv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (v) any other relative rights, preferences and limitation of that class or seriesacquired by PubCo will automatically convert into one Class A Unit. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units At any time PubCo issues one or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI issues more shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f3.02(f)): (i) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI PubCo shall promptly contribute to the Company and the other Operating Subsidiaries (allocated among them in accordance with their relative equity values at the time, as determined pursuant to the Relative Value Determination) all the net proceeds and property (if any) received by HLI PubCo with respect to such share or shares of Class A Common Stock. Upon ; and (ii) the contribution Managing Member shall cause the Company to issue, in exchange for the portion of the net proceeds contributed by HLI PubCo to the Company (as determined in accordance with the preceding clause), the same number of Class A Units registered in the name of PubCo, as the number of shares of Class A Stock so issued by PubCo. (e) At any time PubCo issues one or more shares of capital stock of PubCo (other than Class A Stock or Class B Stock): (i) PubCo shall contribute to the Company and the other Operating Subsidiaries (allocated among them in accordance with their relative equity values at the time, as determined pursuant to the Relative Value Determination) all (but not less than all) of such the net proceeds and property (if any) so received by HLIPubCo with respect to such share or shares of capital stock; and (ii) subject to the provisions of Section 3.02(a), 3.02(b) and 15.08, the Managing Member shall cause the Company to issue issue, in exchange for the portion of the net proceeds contributed to the Company (as determined in accordance with the preceding clause), a corresponding number of Units or other Equity Securities of the Company (other than Class A Units equal to the Units) (such corresponding number of shares Units or Equity Securities to be determined in good faith by the Managing Member, taking into account the powers, designations, preferences and rights of Class A Common Stock so issuedsuch capital stock), registered in the name of HLI, such that, at all times, the number of Class A Units held by HLI equals the number of outstanding shares of Class A Common StockPubCo. (f) At any time that HLI PubCo issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwiseotherwise (other than, for the avoidance of doubt, the Managing Member exchange of Class C Units as provided in Section 14.03(b)): (i) PubCo shall cause contribute to the Company and the other Operating Subsidiaries (allocated among them in accordance with their relative equity values at the time, as determined pursuant to issue to HLI an equal number of Class A Units, registered in the name of HLI; provided that HLI shall be required to contribute Relative Value Determination) all (but not less than all) the net proceeds and property (if any) received by HLI PubCo from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised; and (ii) the Managing Member shall cause the Company to issue, in exchange for the portion of the net proceeds thereof contributed to the CompanyCompany (as determined in accordance with the preceding clause), the same number of Class A Units, registered in the name of PubCo, as the number of shares of Class A Stock so issued by PubCo. If any such shares of Class A Common Stock so issued by HLI PubCo in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI PubCo in connection therewith in accordance with the preceding provisions of this Section 3.5(f3.02(f) 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 an equal the same number of Class A Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f3.02(f) shall automatically vest or be forfeited. Any cash or property held by either HLI PubCo or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail fails to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock.

Authorization and Issuance of Additional Units. (a) The Company shall have the authority to issue an unlimited number of Units. (b) The Managing Member is authorized to (i) issue create additional Unitsclasses of Units or create any Capital Stock, (ii) create additional classes of Units, (iii) subdivide the Units or Capital Stock of any such class into one or more series, (iviii) fix the designations, powers, preferences and rights of the Units or Capital Stock of each such class or series and any qualifications, limitations or restrictions thereof, and (viv) subject to Article 13XII, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement; provided that the Managing Member shall not issue additional Units or issue any Capital Stock to any Person other than the Managing Member without the approval of BlackRock Member or Highfields Member so long as such Member holds any Class A Units. (cb) The authority of the Managing Member with respect to each such class and series created in accordance with this Section 3.5 3.3 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not that class or series shall have Voting Rights and, if so, the terms of such Voting Rights, (iii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iiiiv) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, (ivv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (vvi) any other relative rights, preferences and limitation of that class or series. (dc) Notwithstanding At any time that the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI Managing Member issues shares a share of Class A Common Stock or a share of other Capital Stock of the Managing Member (other than Class B Common Stock and other than Class A Common Stock issued in connection with an issuance of the type covered by Section 3.5(f) or pursuant to Exchange (as defined in the Exchange Agreement)) for cash or other consideration, unless such net proceeds are used to purchase Units from Members, HLI shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI the Managing Member with respect to such share, if any, shall be concurrently transferred to the Company and, (i) with respect to issuances of Class A Common Stock. Upon , the contribution by HLI Company shall issue to the Company Managing Member, for each share of all (but not less than all) of such net proceeds and property (if any) so received by HLIClass A Common Stock issued, the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLIthe Managing Member that is equal to the Exchange Ratio, or (ii) with respect to issuances of Capital Stock of the Managing Member (other than Class A Common Stock or Class B Common Stock), the Company shall issue to the Managing Member, for each such thatshare of such Capital Stock issued by the Managing Member, one (1) unit of Capital Stock of the Company registered in the name of the Managing Member on substantially equivalent terms. (d) Any issuance of Units to the Managing Member other than pursuant to Section 3.1(c) or Section 3.3(c) (a “Dilutive Issuance”) shall be at all timesa purchase price equal to the Fair Market Value of such Unit; provided, however, that with respect to any Dilutive Issuance of Class A Units, the Fair Market Value shall be equal to (i) the average of the closing prices of the Class A Common Stock for each of the consecutive ten (10) trading days ended on the second Business Day prior to such issuance of Units, multiplied by (ii) the then-applicable Exchange Ratio. (e) So long as a Sponsor Member holds at least three percent (3%) of the number of Class A Units held by HLI equals outstanding immediately following the number closing of outstanding shares the IPO and related purchase of Class A Common Stock. (f) At any time that HLI issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, Units by the Managing Member shall cause with the proceeds therefrom, the Company shall not make any Dilutive Issuance of any Units other than Class A Units to issue to HLI an equal number of the Managing Member, and so long as a Sponsor Member holds any Class A Units, registered in the name Company shall not make any Dilutive Issuance of HLI; provided that HLI shall be required any Units to contribute the Managing Member if such issuance, together with all (but not less than all) other such issuances made during the net proceeds and property (if any) received by HLI from or otherwise in connection with 365 day period ending on the date of such issuance of one or more shares issuance, would cause the percentage of Class A Common StockUnits (together with all other common equity securities of the Company) held by all Members other than the Managing Member to decrease by more than 0.5% during such period (ignoring, including for the exercise price purposes of any option exercisedthis calculation, Units purchased by Members pursuant to the Companyfollowing sentence). If any such shares of Class A Common Stock so issued by HLI in connection Concurrently with an equity incentive program are subject each Dilutive Issuance, each Member shall have the right to vesting or forfeiture provisionspurchase, then at the Class A Units that are issued by the Company to HLI in connection therewith in accordance with the preceding provisions of this Section 3.5(f) shall be subject to vesting or forfeiture same price and on the same basis; if any terms on which the Managing Member is purchasing Units in such Dilutive Issuance, up to (at the discretion of such shares of Class A Common Stock vest or are forfeited, then an equal Member) such number of the same type of Units issued by as would be necessary for such Member to beneficially own the Company in accordance with the preceding provisions same percentage of this Section 3.5(f) shall automatically vest or be forfeited. Any cash or property held by either HLI or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail all such Units outstanding immediately after such Dilutive Issuance as such Member beneficially owned immediately prior to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common StockDilutive Issuance.

Authorization and Issuance of Additional Units. (a) The Company shall have the authority to issue an unlimited number of Units. (b) The Managing Member is authorized to (i) issue additional Units, (ii) create additional classes of Units, (iiiii) subdivide the Units of any such class into one or more series, (iviii) fix the designations, powers, preferences and rights of the Units of each such class or series and any qualifications, limitations or restrictions thereof, and (viv) subject to Article 1312, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement. (cb) The authority of the Managing Member with respect to each such class and series created in accordance with this Section 3.5 3.2 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iii) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-—up of the Company, (iv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (v) any other relative rights, preferences and limitation of that class or series. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (ec) If, following the IPO, HLI Woodside Inc. issues shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f3.2(d) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI Woodside Inc. shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI Woodside Inc. with respect to such Class A Common Stock. Upon the contribution by HLI Woodside Inc. to the Company of all (but not less than all) of such net proceeds and property (if any) so received by HLIWoodside Inc., the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLIWoodside Inc., such that, at all times, the number of Class A Units held by HLI Woodside Inc. equals the number of outstanding shares of Class A Common Stock. (fd) At any time that HLI Woodside Inc. issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue to HLI Woodside Inc. an equal number of Class A Units, registered in the name of HLIWoodside Inc.; provided that HLI Woodside Inc. shall be required to contribute all (but not less than all) the net proceeds and property (if any) received by HLI Woodside Inc. from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by HLI Woodside Inc. in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI Woodside Inc. in connection therewith in accordance with the preceding provisions of this Section 3.5(f3.2(d) 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 an equal number of Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f3.2(d) shall automatically vest or be forfeited. Any cash or property held by either HLI Woodside Inc. or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock. (e) For purposes of this Section 3.2, “net proceeds” means gross proceeds to Woodside Inc. from the issuance of Class A Common Stock or other securities less any underwriting or similar discounts or commissions and all bona fide out-of-pocket expenses of Woodside Inc., the Company and their respective subsidiaries in connection with such issuance. (f) The Company hereby grants to the Oaktree Members, on the one hand, and the Stonehill Members, on the other, so long as the Oaktree Members or the Stonehill Members, respectively, own at least 20% of the Post-IPO Shares (as such term is defined in the Stockholders Agreements) owned by the Oaktree Members or Stonehill Members, respectively, the right to purchase, on any issuance date of new LLC Units that the Company may from time to time issue or sell to any other Person for cash or no consideration (“New Units”), a number of New Units in an amount such that such Oaktree Members’ and Stonehill Members’, as applicable, Pro Rata Ownership Interest shall remain unaffected by the issuance of Units upon conversion, exchange or exercise of the New Units (such Members’ “Pro Rata Portion”). (i) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Oaktree Members and the Stonehill Members at least 15 Business Days prior to such issuance or sale. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Units and shall set forth the material terms and conditions of the proposed issuance, including (x) the number and description of the New Units proposed to be issued and the percentage of the Company’s outstanding Units such issuance would represent; (y) the proposed issuance date; and (z) the proposed purchase price per New Unit. (ii) Each of the Oaktree Members and the Stonehill Members shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase its Pro Rata Portion of the New Units at the purchase price set forth in the Issuance Notice (or such other purchase price agreed between the Member and the Company) by delivering a written notice to the Company. The closing of any purchase of New Units pursuant to this Section 3.2 by any of the Oaktree Members or the Stonehill Members shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. (iii) Upon the issuance or sale of any New Units in accordance with this Section 3.2, the Company shall deliver certificates (if any) evidencing the New Units, which New Units shall be issued free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Units shall be, upon issuance thereof and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each Oaktree Member and each Stonehill Member shall deliver to the Company the purchase price for the New Units purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Units shall take all such other actions as may be reasonably necessary to consummate the purchase and sale, including, without limitation, entering into such additional agreements as may be necessary or appropriate.

Authorization and Issuance of Additional Units. (a) The Company shall have the authority to issue an unlimited number of Units. (b) The Managing Member Board is authorized to (i) issue additional Units, (ii) subject to Section 12.1, create additional classes of Units, (iii) subdivide the Units (other than Class B Units) of any such class into one or more series, (iv) fix the designations, powers, preferences and rights of the Units (other than Class B Units) of each such class or series and any qualifications, limitations or restrictions thereof, and (v) subject to Article 13Section 12.1, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement. (cb) The authority of the Managing Member Board with respect to each such newly created class and series created in accordance with this Section 3.5 3.2 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iii) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-–up of the Company, (iv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (v) any other relative rights, preferences and limitation limitations of that class or series. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI issues shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI with respect to such Class A Common Stock. Upon the contribution by HLI to the Company of all (but not less than all) of such net proceeds and property (if any) so received by HLI, the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLI, such that, at all times, the number of Class A Units held by HLI equals the number of outstanding shares of Class A Common Stock. (f) At any time that HLI issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue to HLI an equal number of Class A Units, registered in the name of HLI; provided that HLI shall be required to contribute all (but not less than all) the net proceeds and property (if any) received by HLI from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by HLI in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI in connection therewith in accordance with the preceding provisions of this Section 3.5(f) 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 an equal number of Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f) shall automatically vest or be forfeited. Any cash or property held by either HLI or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock.

Authorization and Issuance of Additional Units. (a) The Company shall have the authority to issue an unlimited number of Units. (b) The Managing Member is authorized to (i) issue create additional Unitsclasses of Units or create any Capital Stock, (ii) create additional classes of Units, (iii) subdivide the Units or Capital Stock of any such class into one or more series, (iviii) fix the designations, powers, preferences and rights of the Units or Capital Stock of each such class or series and any qualifications, limitations or restrictions thereof, and (viv) subject to Article 13XII, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement. (cb) The authority of the Managing Member with respect to each such class and series created in accordance with this Section 3.5 3.3 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not that class or series shall have Voting Rights and, if so, the terms of such Voting Rights, (iii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iiiiv) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, (ivv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (vvi) any other relative rights, preferences and limitation of that class or series. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI issues shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI with respect to such Class A Common Stock. Upon the contribution by HLI to the Company of all (but not less than all) of such net proceeds and property (if any) so received by HLI, the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLI, such that, at all times, the number of Class A Units held by HLI equals the number of outstanding shares of Class A Common Stock. (f) At any time that HLI issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue to HLI an equal number of Class A Units, registered in the name of HLI; provided that HLI shall be required to contribute all (but not less than all) the net proceeds and property (if any) received by HLI from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by HLI in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI in connection therewith in accordance with the preceding provisions of this Section 3.5(f) 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 an equal number of Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f) shall automatically vest or be forfeited. Any cash or property held by either HLI or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock.

Authorization and Issuance of Additional Units. (a) The Company Subject to the provisions of Section 6.10, the Board of Managers shall have the authority right to issue an unlimited number of Units. (b) The Managing Member is authorized to (i) issue additional Units, (ii) create additional classes of Units, (iii) subdivide the Units of any such class into one or more series, (iv) fix the designations, powers, preferences and rights of the Units of each such class or series and any qualifications, limitations or restrictions thereof, and (v) subject to Article 13, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement. (c) The authority of the Managing Member with respect to each such class and series created in accordance with this Section 3.5 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iii) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company, (iv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (v) any other relative rights, preferences and limitation of that class or series. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI issues shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI with respect to such Class A Common Stock. Upon the contribution by HLI to the Company of all (but not less than all) of such net proceeds and property (if any) so received by HLI, the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLI, such that, and/or create and issue at all times, the number of Class A Units held by HLI equals the number of outstanding shares of Class A Common Stock. (f) At any time that HLI issues one after the date hereof, and for such amount and form of consideration as the Board of Managers may determine, additional Units or more shares other Equity Securities of Class A Common Stock under the Equity Incentive Plan or any other equity incentive program, whether such share or shares are issued upon exercise Company (including cashless exercise) of an optionissuing additional Preferred Units, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue to HLI an equal number of Class A Units, registered Class MEP Units, Class EMEP Units, Class G Units and Class L Units or creating other classes or series of Units or other Equity Securities having such powers, designations, preferences and rights as may be determined by the Board of Managers). The Board of Managers shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the name Board of HLIManagers in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance; provided that HLI shall be required to contribute all (but not less than all) the net proceeds and property (if any) received by HLI from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares amendment shall not reasonably be expected to have a material and adverse effect on any Unitholder, in its capacity as such, that would be borne disproportionately by such Unitholder relative to other Unitholders holding Units of Class A Common Stock so issued by HLI the same class under this Agreement (unless such Unitholder consents in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A writing thereto). Any Units that are issued forfeited by, or repurchased by the Company from, any Person pursuant to HLI in connection therewith in accordance with the preceding provisions of this Section 3.5(f) the applicable agreement between such Person and the Company shall be subject deemed to vesting or forfeiture on the same basis; if any of such shares of Class A Common Stock vest or are forfeited, then an equal number of Units issued have been acquired by the Company in accordance with and may be re-issued at such time and upon such terms and subject to such conditions as the preceding provisions Board of this Section 3.5(f) shall automatically vest Managers or the Compensation Committee determines; provided, that Class MEP Units, Class EMEP Units, Class G Units and Class L Units may only be forfeitedre-issued to employees, officers, directors or other service providers of or to the Company and its Subsidiaries; provided, further, that, for so long as Xx. Any cash or property held by either HLI or Xxxxxx Xxxxxxxx is Chief Executive Officer of the Company or on either’s behalf in respect any its Subsidiaries, any Class EMEP Units that are forfeited may be re-issued to employees, officers, directors or other service providers of dividends paid on restricted Class A Common Stock that fail to vest shall be returned or to the Company upon the forfeiture of such restricted Class A Common Stockand its Subsidiaries as determined by Xx. Xxxxxx Xxxxxxxx.

Authorization and Issuance of Additional Units. (a) The Company shall have the authority to issue an unlimited number of Units. (b) The Managing Member is authorized to (i) issue additional Units, (ii) create additional classes of Units, (iiiii) subdivide the Units of any such class into one or more series, (iviii) fix the designations, powers, preferences and rights of the Units of each such class or series and any qualifications, limitations or restrictions thereof, and (viv) subject to Article 1312, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement. (cb) The authority of the Managing Member with respect to each such class and series created in accordance with this Section 3.5 3.2 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, (ii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, (iii) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-—up of the Company, (iv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series and (v) any other relative rights, preferences and limitation of that class or series. (d) Notwithstanding the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (ec) If, following the IPO, HLI Woodside Inc. issues shares of Class A Common Stock (other than an issuance of the type covered by Section 3.5(f3.2(d) or pursuant to the Exchange Agreement), unless such net proceeds are used to purchase Units from Members, HLI Woodside Inc. shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI Woodside Inc. with respect to such Class A Common Stock. Upon the contribution by HLI Woodside Inc. to the Company of all (but not less than all) of such net proceeds and property (if any) so received by HLIWoodside Inc., the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLIWoodside Inc., such that, at all times, the number of Class A Units held by HLI Woodside Inc. equals the number of outstanding shares of Class A Common Stock. (fd) At any time that HLI Woodside Inc. issues one or more shares of Class A Common Stock under the Equity Incentive Plan or any other in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue to HLI Woodside Inc. an equal number of Class A Units, registered in the name of HLIWoodside Inc.; provided that HLI Woodside Inc. shall be required to contribute all (but not less than all) the net proceeds and property (if any) received by HLI Woodside Inc. from or otherwise in connection with such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Common Stock so issued by HLI Woodside Inc. in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Class A Units that are issued by the Company to HLI Woodside Inc. in connection therewith in accordance with the preceding provisions of this Section 3.5(f3.2(d) 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 an equal number of Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f3.2(d) shall automatically vest or be forfeited. Any cash or property held by either HLI Woodside Inc. or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock. (e) For purposes of this Section 3.2, “net proceeds” means gross proceeds to Woodside Inc. from the issuance of Class A Common Stock or other securities less any underwriting or similar discounts or commissions and all bona fide out-of-pocket expenses of Woodside Inc., the Company and their respective subsidiaries in connection with such issuance. (f) Each of Company and Woodside Inc. hereby grants to each Preemptive Rights Holder, the right to purchase, on any issuance date of New Securities, other than Excluded Securities, that the Company or Woodside Inc., respectively, may from time to time issue or sell to any other Person for cash or no consideration (“New Securities”), a number of New Securities in an amount such that such Preemptive Rights Holder, as applicable, Pro Rata Ownership Interest shall remain unaffected by the issuance of Units upon conversion, exchange or exercise of the New Securities (such Members’ “Pro Rata Portion”). (i) The Company or Woodside Inc., as applicable, shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in subsection (a) above to the Preemptive Rights Holders at least 15 Business Days prior to such issuance or sale. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities and shall set forth the material terms and conditions of the proposed issuance, including (x) the number and description of the New Securities proposed to be issued and, in the case of the Company, the percentage of the Company’s outstanding Units such issuance would represent, or, in the case of Woodside Inc., the percentage of Woodside Inc.’s outstanding Equity Securities (on an As-Exchanged and fully-diluted basis) such issuance would represent; (y) the proposed issuance date; and (z) the proposed purchase price per New Security. (ii) Each of the Preemptive Rights Holders shall for a period of 15 Business Days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase its Pro Rata Portion of the New Securities at the purchase price set forth in the Issuance Notice (or such other purchase price agreed between the Member and the Company or Woodside Inc., as applicable) by delivering a written notice to the Company or Woodside Inc., as applicable. The closing of any purchase of New Securities pursuant to this Section 3.2 by any of the Preemptive Rights Holders shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. (iii) Upon the issuance or sale of any New Securities in accordance with this Section 3.2, the Company or Woodside Inc., as applicable, shall deliver certificates (if any) evidencing the New Securities, which New Securities shall be issued free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company or Woodside Inc., as applicable, shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each Preemptive Rights Holder shall deliver to the Company or Woodside Inc., as applicable, the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale, including, without limitation, entering into such additional agreements as may be necessary or appropriate.

Authorization and Issuance of Additional Units. (a) The Company shall have the authority to issue an unlimited number of Units. (b) The Managing Member is authorized to (i) issue and create additional Unitsclasses of Units or issue and create any Capital Stock, (ii) create additional classes of Units, (iii) subdivide the Units or Capital Stock of any such class into one or more series, (iviii) fix the designations, powers, preferences and rights of the Units or Capital Stock of each such class or series and any qualifications, limitations or restrictions thereof, (iv) admit new Members and (v) subject to Article 13XII, amend this Agreement to reflect such actions and the resulting designations, powers, and relative preferences and rights of all the classes and series thereafter authorized under this Agreement; provided, however, that so long as the Founder Member Ownership Threshold is met, the Managing Member shall not issue additional Units or any other Capital Stock of the Company to any Person (other than to the Managing Member pursuant to Section 3.4(c), Section 3.4(f), the Exchange Agreement or the Investment Agreement) without the prior written consent of the Founder Member Representative. (cb) The authority of the Managing Member with respect to each such class and series created in accordance with this Section 3.5 3.3 shall include establishing the following: (i) the number of Units or securities constituting that class or series and the distinctive designation thereof, ; (ii) whether or not that class or series shall have voting rights and, if so, the terms of such voting rights; (iii) whether or not the Units or securities of such class or series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per Unit or security payable in case of redemption, which amount may vary under different conditions and at different redemption dates, ; (iiiiv) the rights and preferences of the Units or securities of that class or series in the event of voluntary or involuntary liquidation, dissolution or winding-winding up of the Company, ; (ivv) the relative rights of priority, if any, of allocations of income or loss or of payment with respect to Units or securities of that class or series series; and (vvi) any other relative rights, preferences and limitation of that class or series. (dc) Notwithstanding At any time that the foregoing, however: following the IPO and the consummation of the transactions described above in Section 3.2, no additional Class B Units or Class C Units shall be issued by the Company, except in connection with issuances permitted by Sections 3.4 and 3.7 below, and Class A Units may be issued only to HLI in accordance with Sections 3.5(e) and (f). (e) If, following the IPO, HLI Managing Member issues shares a share of Class A Common Stock or a share of other Capital Stock of the Managing Member (other than Class B Common Stock and other than Class A Common Stock issued in connection with an issuance of the type covered by Section 3.5(f) or pursuant to Exchange (as defined in the Exchange Agreement)) for cash or other consideration (including Capital Stock or assets of another Person), unless such net proceeds are used to purchase Units from Members, HLI shall promptly contribute to the Company all the net proceeds and property (if any) received by HLI the Managing Member with respect to such share, if any, shall be concurrently transferred to the Company, and (i) with respect to issuances of Class A Common Stock. Upon , the contribution by HLI Company shall issue to the Company Managing Member, for each share of all (but not less than all) of such net proceeds and property (if any) so received by HLIClass A Common Stock issued, the Managing Member shall cause the Company to issue a number of Class A Units equal to the number of shares of Class A Common Stock so issued, registered in the name of HLIthe Managing Member that is equal to the Exchange Ratio, such that, at all timesor (ii) with respect to issuances of Capital Stock of the Managing Member (other than Class A Common Stock or Class B Common Stock), the number Company shall issue to the Managing Member, for each such share of such Capital Stock issued by the Managing Member, one (1) unit of Capital Stock of the Company registered in the name of the Managing Member on substantially equivalent terms. (d) Any issuance of Units to the Managing Member after the Effective Date (other than pursuant to Section 3.1(f), Section 3.4(c) or Section 3.4(f) or transfers of Units to the Managing Member pursuant to the Exchange Agreement or the Investment Agreement) (each, a “Dilutive Issuance”) shall be at a purchase price equal to the Fair Market Value of such Unit; provided, however, that with respect to any Dilutive Issuance of Class A Units held by HLI equals Units, such Fair Market Value shall be equal to (i) the number average Closing Price of outstanding shares of the Class A Common StockStock for each of the consecutive ten (10) trading days ended on the second Business Day prior to such issuance of Units, multiplied by (ii) the then-applicable Exchange Ratio. (e) Concurrently with each Dilutive Issuance, so long as the Founder Member Ownership Threshold is met, each Founder Member shall have the right to purchase, at the same price and on the same terms on which the Managing Member is purchasing Units in such Dilutive Issuance, up to (at the discretion of such Member) such number of the same type of Units as would be necessary for such Founder Member to own the same percentage of all such Units outstanding immediately after such Dilutive Issuance as such Member owned immediately prior to such Dilutive Issuance. (f) At any time that HLI the Managing Member issues one or more shares a share of Class A Common Stock under pursuant to the Equity Incentive Plan or any other equity incentive program, (whether such share or shares are issued upon pursuant to the exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock option or otherwise), the following shall be deemed to occur in accordance with Treasury Regulations Sections 1.83-6(d)(1) and 1.1032-3: (i) the Managing Member shall cause be deemed to contribute to the capital of the Company as a Capital Contribution an amount of cash equal to issue to HLI an equal number of the Closing Price on the date such share is issued (or, if earlier, the date the related option is exercised) in exchange for a Class A Units, registered Unit (and such Class A Unit in the name of HLI; provided that HLI fact shall be required to contribute all issued); (but not less than allii) the net proceeds and property (if any) received by HLI from or otherwise in connection with Company shall be deemed to purchase such issuance of one or more shares of Class A Common Stock, including the exercise price of any option exercised, to the Company. If any such shares share of Class A Common Stock so issued by HLI in connection with an equity incentive program are subject to vesting or forfeiture provisions, then from the Class A Units that are issued by Managing Member for the amount of such deemed cash Capital Contribution; and (iii) the Company to HLI in connection therewith in accordance with the preceding provisions of this Section 3.5(f) shall be subject deemed to vesting or forfeiture on the same basis; if any of Transfer such shares share of Class A Common Stock vest or are forfeited, then an equal number to the recipient of Units issued by the Company in accordance with the preceding provisions of this Section 3.5(f) shall automatically vest or be forfeited. Any cash or property held by either HLI or the Company or on either’s behalf in respect of dividends paid on restricted such Class A Common Stock that fail to vest shall be returned pursuant to the Company upon the forfeiture of such restricted Class A Common StockIncentive Plan.