Common use of Call Option Clause in Contracts

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of Services, any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units)Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.,

Call Option. (a) If If, prior to a Management Member's Services to Sale of the Company, Executive’s service with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, purchase for a period of 120 days (subject to extension as provided below) immediately following the date of commencing on the Termination Event Date and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following ending on the later of (AI) the date of 90 days following the Termination Event Date and (BII) 211 days following the date that is six Closing Date (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Member member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, Company may elect to repurchase all or any only the portion of the Units of such class, including purchasing only such subject to repurchase hereunder at the lower priced Unitsprice), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated terminates due to the Disability or death of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason;Cause; or (iii) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased Cause or (B) by the Company shall be canceledExecutive for any other reason not set forth in Section 4.1(a)(i) or Section 4.1(a)(ii). (b) If on the 61st day following (x) in Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the case of Class A UnitsCompany shall, not later than 30 days prior to the date end of the Termination Event and (y) in the case of Vested UnitsCall Period, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide send written notice to each member of the Investor Groups Executive Group of (i) its decision not intention to purchase some all or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all a portion of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) “Call Notice”). The closing of the preceding sentence to such Investor Group(s) purchase shall take place at the principal office of the Company or one of its Subsidiaries on a pro rata basis (based upon date specified by the number of Units held by such Investor Group relative to Company no later than the total number of Units held by all 30th day after the giving of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchaseCall Notice. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"4.1(a), the purchase price shall be: (i) with respect to a purchase of all or any portion of the Units (whether vested or unvested), in the case of a Termination Event specified termination of service described in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units4.1(a)(iii)(A), a price per Unit equal to the lesser of (1A) the most recently determined Fair Market Value (measured as of the date the Units are repurchased) and (2B) Cost; (ii) with respect to a purchase of all or any portion of the Unvested Units, in the case of a termination of service described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Unvested Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Unvested Units are repurchased) and (B) Cost; and (iii) with respect to a purchase of all or any portion of the Vested Units, in the case of a termination of service described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Vested Unit equal to Fair Market Value (measured as of the date the Unvested Units are repurchased).

Call Option. (a) 8.2.1 If a Management Member's Limited Partner ceases to provide Services to for the Company or any Subsidiary terminate benefit of the Partnership and its Subsidiaries for any of the reasons set forth in clauses (ia), (iib) or (iiic) below (each such event a "“Termination Event"”), the Company Partnership shall have the right but not the obligation to purchase, purchase (the “Call Right”) from time to time after such termination of Services (x) in the case of any Unvested UnitUnit acquired prior to the Termination Event, for a period of 120 days nine (subject to extension as provided below9) months immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unitacquired after the Termination Event, for a period of 60 days nine (subject to extension as provided below9) months immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which Sale Date with respect to such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later final day of (A) and (B), each of the "First Purchase Date"aforementioned periods being hereinafter referred to as the “Initial Repurchase Deadline”), and such Management Member Limited Partner shall be required to sell to the CompanyPartnership, any or all of such Units then held by such Management Member Limited Partner (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the CompanyPartnership, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c):8.2.3; provided, however, that notwithstanding the foregoing Section 8.2.1, in no event shall the Partnership purchase any Units pursuant to the Call Right prior to the day immediately following the six (6) month anniversary of the date the Management Limited Partner first acquired such Units: (ia) if such Management Member's Service with Limited Partner’s Services for the Company benefit of the Partnership and its Subsidiaries is terminated due to the Disability or death of the Management MemberLimited Partner; (iib) if such Management Member's Service with Limited Partner’s Services for the Company benefit of the Partnership and its Subsidiaries Subsidiaries, as applicable, is terminated by the Company Partnership and its Subsidiaries without Cause or by the Management Member for any reason;Cause; or (iiic) if such Management Member's Service with Limited Partner’s Services for the Company benefit of the Partnership and its Subsidiaries Subsidiaries, as applicable, is terminated by the Company Partnership or any of its Subsidiaries for CauseCause or is terminated by the Management Limited Partner for any reason. Any Unvested Units purchased by the Company Partnership shall be canceled. (b) If on . Notwithstanding anything to the 61st day following (x) contrary in this Section 8.2, the case Call Right shall not apply to any Units held by a Management Limited Partner after the one-year anniversary of Class A Units, the date of an Initial Public Offering other than any Units the Termination Event and (y) in the case purchase price of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period which pursuant to Section 2.02(d)8.2.3 is equal to Cost; 8.2.2 In the event that the Partnership elects not to exercise its Call Right, the Company Partnership shall on or before the 61st day provide written notice to the Investor Groups Apollo Group on or at any time prior to the Initial Repurchase Deadline of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Limited Partner’s Eligible Units (defined below) which the Company did Partnership will not purchase, and the Investor Groups Apollo Group shall have the right but not the obligation to purchase and such Management Member Limited Partner shall be required to sell to the Investor Group(s)Apollo Group, any or all of the Class A Units and Vested Units (the "“Eligible Units"”) then held by such Management Member Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c)8.2.3. The Investor Groups' Apollo Group’s rights to purchase such Eligible Units and each Management Member's Limited Partner’s corresponding obligation to sell such Eligible Units shall terminate on the 120th later of (i) the thirtieth (30th) day following receipt of such notice or (xii) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateInitial Repurchase Deadline. Upon receipt of the written notice described above, each Investor the Apollo Group desiring to purchase Units shall within 45 ten (10) days of receipt of the Company's Partnership’s notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchasedPartnership. Upon receipt of the Investor Groups' respective noticesApollo Group’s notice, the Company Partnership will notify the Management Member Limited Partner of its election, specifying that it is willing to purchase all or a portion of the Investor Group(s)' elections Eligible Units, and the Management Member Limited Partner will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, Apollo Group the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchaseApollo Group. (c) 8.2.3 In the event of a purchase by the Company Partnership pursuant to Section 2.02(a) 8.2.1 and/or the Investor Group(s) Apollo Group pursuant to Section 2.02(b) 8.2.2 (each a "“Units Buyer"”), the purchase price shall be: (ia) in the case of a Termination Event specified in Section 2.02(a)(i8.2.1(a) or 2.02(a)(ii8.2.1(b): (xi) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market ValueValue as of the repurchase date; and (yii) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value as of the repurchase date and (2) Cost. (b) in the case of a Termination Event specified in Section 8.2.1(c), for Class A Units, Vested Units and Unvested Units, a price per Unit equal to the lesser of (1) the Fair Market Value as of the repurchase date and (2) Cost. 8.2.4 The Units Buyer may pay the purchase price for such Units (i) by delivery of funds deposited into an account designated by the Management Limited Partner, a bank cashier’s check, a certified check or a company check of the Units Buyer for the purchase price; (ii) if the Units Buyer is the Partnership and is prohibited from paying cash by financing or liquidity constraints and is unable to pay the purchase price as provided in clause (iii), by delaying the exercise of the purchase right described under Section 8.2.1 until the earlier of (x) when the financing restrictions lapse and (y) when the Partnership is able to pay the purchase price as provided in clause (iii); or (iii) if the Units Buyer is the Partnership and has the right to purchase such Units during the period following an Initial Public Offering or Subsidiary IPO (including in respect of a purchase that was delayed pursuant to clause (ii)), by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Limited Partner by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Limited Partner. Notwithstanding anything to the contrary in this Agreement, the Partnership may deduct and withhold from the amounts otherwise payable pursuant to this Agreement such amounts as necessary to comply with the Code, or any other provision of applicable law, with respect to the making of such payment. 8.2.5 Notwithstanding anything to the contrary elsewhere herein, the Partnership shall not be obligated to purchase any Units at any time pursuant to this Section 8.2, regardless of whether it has delivered a notice of its election to purchase any such Units, (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 8.2 or 9.2 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Partnership has at such time been given or has given notice) or (B) in the event of an election to purchase such Units with shares of Issuer Common Stock, the issuance of such shares, the purchase of such shares by the Partnership or the distribution of such shares to the Management Limited Partner would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Partnership or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Limited Partner), (y) after giving effect thereto (including any dividends or other distributions or loans from a Subsidiary of the Partnership to the Partnership in connection therewith), in a Financing Default or (z) in the Partnership being required to disgorge any profit pursuant to Section 16(b) of the 1934 Act, (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits such issuance or purchase (including any dividends or other distributions or loans from a Subsidiary of the Partnership to the Partnership in connection therewith), or (iii) if the Partnership does not have funds available to effect such purchase of Units or Issuer Common Stock The Partnership shall within thirty (30) days of learning of any such fact so notify the Management Limited Partner that it is not obligated to purchase such Units and has deferred its right to make such purchase until the earliest date on which such violation, potential liability under the 1933 Act or 1934 Act, Financing Default or unavailability of funds would not result therefrom or has ceased. The Partnership agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that, pursuant to this Section 8.2.5, the Partnership is not obligated to pay for a Management Limited Partner’s Units in accordance with one of the payment methods described in the first sentence of Section 8.2.4, the Partnership shall, except as otherwise permitted by this Section 8.2.5, be required to pay for such Units pursuant to an alternate method of payment described in the first sentence of Section 8.2.4. 8.2.6 Notwithstanding anything to the contrary contained in this Section 8.2, any Units which the Partnership has elected to purchase from a Management Limited Partner, but which in accordance with Section 8.2.5 are not purchased at the applicable time provided in this Section 8.2, shall be purchased by the Partnership on the tenth (10th) Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 8.2.5, and the Partnership shall give such Management Limited Partner five (5) Business Days’ prior notice of any such purchase. 8.2.7 In the event that neither the Partnership nor the Apollo Group exercises its Call Right or right to purchase Eligible Units, as applicable, pursuant to this Section 8.2, with respect to any Management Limited Partner, such Management Limited Partner (a “Forfeiting Partner”) shall be deemed to have forfeited that number of Vested Units calculated as follows: (i) the number of Vested Units subject to the Call Right (“Subject Units”) held by such Forfeiting Partner multiplied by (ii) a fraction (A) the numerator of which is the product of (1) the Strike Price Factor (as proportionally adjusted for all cash distributions pursuant to Section 4.1.1 of this Agreement and all subsequent distributions of equity and other similar recapitalizations) and (2) the number of such Subject Units and (B) the denominator of which is the product of (1) the Fair Market Value of a Class A Unit as of date of the Termination of Services and (2) the number of Subject Units. Notwithstanding the foregoing, Section 8.2.7 shall not be applicable to any securities into which Equity Units are converted or exchanged pursuant to a transaction in which such Equity Units are converted into or exchanged for Class A Units or the same class of securities that the Class A Units are converted into or exchanged for. Section 8.2.7 shall have no force or effect after any transaction in which all of the Units are converted into or otherwise exchanged for the same class of equity securities.

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of Services, any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units)Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i1) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii2) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii3) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; , and (yii) for Unvested Unitsin the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.)

Call Option. (a) If If, prior to a Management Member's Services to Sale of the Company, (x) Executive’s employment with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below or (each such event a "Termination Event")y) if Executive engages in Competitive Activity, the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, purchase for a period of 120 days (subject to extension as provided below) immediately following the date of commencing on the Termination Event Date or the Activity Date, as applicable, and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following ending on the later of (AI) the date of 90 days following the Termination Event Date or the Activity Date, as applicable, and (BII) 211 days following the date that is six Closing Date (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion member of the Units of such class, including purchasing only such lower priced Units)Executive Group, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability or death of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member Executive for any reason;Good Reason; or (iii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased Cause or (B) by the Company shall be canceledExecutive for any other reason not set forth in Section 4.1(a)(i) or Section 4.1(a)(ii). (b) If on the 61st day following (x) in Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the case of Class A UnitsCompany shall, not later than 30 days prior to the date end of the Termination Event and (y) in the case of Vested UnitsCall Period, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide send written notice to each member of the Investor Groups Executive Group of (i) its decision not intention to purchase some all or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all a portion of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) “Call Notice”). The closing of the preceding sentence to such Investor Group(s) purchase shall take place at the principal office of the Company or one of its Subsidiaries on a pro rata basis (based upon date specified by the number of Units held by such Investor Group relative to Company no later than the total number of Units held by all 30th day after the giving of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchaseCall Notice. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"4.1(a), the purchase price shall be: (i) with respect to a purchase of all or any portion of the Units (whether vested or unvested), in the case of a Termination Event specified termination of employment described in Section 2.02(a)(i4.1(a)(iii)(A) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Unitsif Executive engages in Competitive Activity, a price per Unit equal to the lesser of (1A) the most recently determined Fair Market Value (measured as of the date the Units are repurchased) and (2B) Cost; (ii) with respect to a purchase of all or any portion of the Unvested Units, in the case of a termination of employment described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Unvested Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Unvested Units are repurchased) and (B) Cost; and (iii) with respect to a purchase of all or any portion of the Vested Units, in the case of a termination of employment described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Vested Unit equal to Fair Market Value (measured as of the date the Unvested Units are repurchased).

Call Option. (a) If a Management Member's Services to Executive’s employment with the Company Employer and its Affiliates is terminated by the Employer or any Subsidiary terminate its Affiliates for any of Cause (or if Executive voluntarily resigns Executive’s employment with the reasons set forth in clauses (i), (iiEmployer and its Affiliates when grounds for Cause exist) or (iii) below (each such in the event of a "Termination Event")Restrictive Covenant Violation, the Company Aggregator shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unitright, for a period 12 months following, as applicable, each of 120 days (subject to extension as provided belowi) immediately following the date of the Termination Event and Date or (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (Aii) the date of the Termination Event and such violation or conduct (B) the date that is six (6) months and one day after or, if later, the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit General Partner has actual knowledge thereof), to purchase (together with the later of (Arights in Sections 4.2(b) and (B4.2(c), the "First Purchase Date"“Call Option”), and such Management Member each member of Executive’s Group shall be required to sell to the CompanyAggregator, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Vested Incentive Units then held by such member of such class, including purchasing only such lower priced Units), Executive’s Group at a purchase price per Vested Incentive Unit equal to the applicable lesser of (x) Fair Market Value (measured as of the date of the election to purchase such units is delivered (the “Repurchase Notice Date”)) and (y) Cost; provided, that such purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall not be canceledless than zero. (b) If on Executive’s employment with the 61st day following (x) Employer and its Affiliates terminates for any reason other than as provided for in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d4.2(a), the Company Aggregator shall on or before have the 61st day provide written notice right, for 12 months following the Termination Date, to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member each member of Executive’s Group shall be required to sell to the Investor Group(s)Aggregator, all or any or all portion of the Class A and Vested Incentive Units (the "Eligible Units") then held by such Management Member member of Executive’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the applicable purchase price determined Repurchase Notice Date). Notwithstanding the foregoing, Vested Incentive Units held by Executive (including those acquired pursuant to any other Subscription Agreement) will not be subject to the Call Option in this Section 2.02(c). The Investor Groups' rights 4.2(b) or any similar provision in a Subscription Agreement entered into among the Aggregator, Holdings and Executive prior to purchase such Eligible Units or following the Closing Date hereof, in either of the following two circumstances, provided that Executive executes and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on does not revoke the 120th day following Release (as defined in the Employment Agreement) within the time period prescribed in the Employment Agreement: (i) Executive remains employed as the Chief Executive Officer by the Employer or one of its Affiliates through October 1, 2026; or (ii) Executive’s employment with the Employer or its Affiliates is terminated (x) in by the case Employer or its Affiliates without Cause (which does not include Executive’s termination of Class A Units, the date of the Termination Event and employment due to death or Disability) or (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either by Executive for Good Reason (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groupswhen no grounds for Cause exist), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event that Executive engages in a Competitive Business (as defined in Appendix A) at any time after Executive’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then the Aggregator shall have the right, for 12 months following the date of such engagement in a Competitive Business (or, if later, the date on which the General Partner has knowledge thereof), to purchase, and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). The Aggregator may elect to exercise its Call Option in Section 4.2(a) in lieu of this Section 4.2(c), to the extent applicable. (d) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Incentive Units, specifying the number of Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Company Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 2.02(a) and/or 4.2 (or elects to exercise the Investor Group(s) pursuant Call Option with respect to Section 2.02(b) (each a "Units Buyer"less than all Incentive Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase price such Incentive Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Incentive Units, and the provisions herein with respect to the Call Option shall be:be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (i) in The provisions of this Section 4.2 shall cease to be effective upon the case occurrence of a Termination Event specified Sale Transaction in Section 2.02(a)(i) or 2.02(a)(ii): connection with which all of the Units are cancelled in exchange for cash proceeds and (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1ii) the most recently determined Fair Market Value provisions of Sections 4.2(b) and (24.2(c) Costshall cease to be effective upon the occurrence of an initial Public Offering.

Call Option. (a) If a Management Member's ’s Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "“Termination Event"”), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of Services, any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "“First Purchase Date"”), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units)Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent, the Company has not purchased all of a terminated Management Member's ’s Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's ’s Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "“Eligible Units"”) then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' ’ rights to purchase such Eligible Units and each Management Member's ’s corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's ’s notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.,

Call Option. (a) If a Management Member's Services to Executive’s employment with the Company Employer and its Affiliates is terminated by the Employer or any Subsidiary terminate its Affiliates for any of Cause (or if Executive voluntarily resigns Executive’s employment with the reasons set forth in clauses (i), (iiEmployer and its Affiliates when grounds for Cause exist) or (iii) below (each such in the event of a "Termination Event")Restrictive Covenant Violation, the Company Aggregator shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unitright, for a period 12 months following, as applicable, each of 120 days (subject to extension as provided belowi) immediately following the date of the Termination Event and Date or (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (Aii) the date of the Termination Event and such violation or conduct (B) the date that is six (6) months and one day after or, if later, the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit General Partner has actual knowledge thereof), to purchase (together with the later of (A) and (Brights in Section 4.2(b), the "First Purchase Date"“Call Option”), and such Management Member each member of Executive’s Group shall be required to sell to the CompanyAggregator, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Common Units and (ii) the number of such Management Member's Eligible Vested Incentive Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member member of Executive’s Group at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1i) the most recently determined Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (2ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If a Management Member's ’s Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "“Termination Event"”), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' ’ Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "“First Purchase Date"”), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's ’s Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's ’s Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "“Eligible Units"”) then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' ’ rights to purchase such Eligible Units and each Management Member's ’s corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's ’s notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's ’s pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' ’ respective notices, the Company will notify the Management Member of the Investor Group(s)' ’ elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "“Units Buyer"”), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.

Call Option. (a) If If, prior to a Management Member's Services to Sale of the Company, (x) Executive’s employment with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below or (each such event a "Termination Event")y) if Executive engages in Competitive Activity, the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, purchase for a period of 120 days (subject to extension as provided below) immediately following the date of commencing on the Termination Event Date or the Activity Date, as applicable, and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following ending on the later of (AI) the date of 90 days following the Termination Event Date or the Activity Date, as applicable, and (BII) 211 days following the date that is six Closing Date (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Member member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, Company may elect to repurchase all or any only the portion of the Units of such class, including purchasing only such subject to repurchase hereunder at a lower priced Unitsprice), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability Disability, death or death Retirement of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member Executive for any reasonGood Reason; (iii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased Cause or (B) by the Company shall be canceledExecutive for any other reason not set forth in Section 4.1(a)(i) or Section 4.1(a)(ii). (b) If on the 61st day following (x) in Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the case of Class A UnitsCompany shall, not later than 30 days prior to the date end of the Termination Event and (y) in the case of Vested UnitsCall Period, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide send written notice to each member of the Investor Groups Executive Group of (i) its decision not intention to purchase some all or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all a portion of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) “Call Notice”). The closing of the preceding sentence to such Investor Group(s) purchase shall take place at the principal office of the Company or one of its Subsidiaries on a pro rata basis (based upon date specified by the number of Units held by such Investor Group relative to Company no later than the total number of Units held by all 30th day after the giving of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchaseCall Notice. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"4.1(a), the purchase price shall be: (i) with respect to a purchase of all or any portion of the Units (whether vested or unvested), in the case of a Termination Event specified termination of employment described in Section 2.02(a)(i4.1(a)(iii)(A) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Unitsif Executive engages in Competitive Activity, a price per Unit equal to the lesser of (1A) the most recently determined Fair Market Value (measured as of the date the Units are repurchased) and (2B) Cost; (ii) with respect to a purchase of all or any portion of the Vested Units, in the case of a termination of employment described in Section 4.1(a)(iii)(B) prior to the third anniversary of the Vesting Reference Date, a price per Vested Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Vested Units are repurchased) and (B) Cost; and (iii) with respect to a purchase of all or any portion of the Vested Units, in the case of a termination of employment described in Section 4.1(a)(i) or Section 4.1(a)(ii) or a termination of employment described in Section 4.1(a)(iii)(B) on or after the third anniversary of the Vesting Reference Date, a price per Vested Unit equal to Fair Market Value (measured as of the date the Vested Units are repurchased).

Call Option. (a) If a Management Member's Services to the Company Executive’s employment with Investors or any Subsidiary terminate of its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in Competitive Activity (each such event a "Termination Event"as defined in Section 7.1 of this Agreement), for any Units issued 181 days or more prior to the Company date of Executive’s termination of employment or engagement in Competitive Activity, within 120 days after such date (or in the case of Units issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), Investors shall have the right but not the obligation and option to purchase, from time and the Executive and the Executive’s Permitted Transferees (hereinafter referred to time after such termination of Services (xas the “Executive Group”) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the CompanyInvestors, any or all of such Units then held by such Management Member each member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, Investors may elect to repurchase all or any only the portion of the Units of such class, including purchasing only such class subject to repurchase hereunder at the lower priced Unitsprice), at a price per Unit unit equal to the applicable purchase price determined pursuant to Section 2.02(c5.2(c): (i) if such Management Member's Service the Executive’s active employment with the Company and or its Subsidiaries is terminated due to the Disability or death or due to Retirement of the Management MemberExecutive prior to the third anniversary of the date hereof; (ii) if such Management Member's Service the Executive’s active employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or its Subsidiaries without Cause (including termination resulting from nonrenewal by the Company, without Cause, of the Executive’s employment agreement at the end of the initial term of such employment agreement or at the end of any renewal) or by the Executive for Good Reason (including termination resulting from nonrenewal by the Executive, for Good Reason, of the Executive’s employment agreement at the end of the initial term of such employment agreement or at the end of any renewal term; provided that all of the requirements set forth in the definition of Good Reason are satisfied, including that the Executive has notified the Company or its Subsidiaries of such Good Reason and the period for cure by the Company or its Subsidiaries has elapsed); (iii) if the Executive’s active employment with the Company or its Subsidiaries is terminated by the Executive for any reason other than those set forth in Section 5.2(a)(i) and Section 5.2(a)(ii) and a period of three (3) years has elapsed from the date hereof to the date of termination of employment; and (iv) if the Executive’s active employment with the Company or its Subsidiaries is terminated (A) by the Company or its Subsidiaries for Cause. Any Unvested Units purchased Cause or (B) by the Company shall be canceledExecutive for any reason other than those set forth in Section 5.2(a)(i) or Section 5.2(a)(ii) but the three-year period described in Section 5.2(a)(iii) has not elapsed. (b) If on Investors desires to exercise its option to purchase Units pursuant to this Section 5.2, Investors shall, not later than the 61st day following (x) in the case of Class A Units, the date expiration of the Termination Event and (y) applicable period described for such purchase in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d5.2(a), the Company shall on or before the 61st day provide send written notice to each member of the Investor Groups Executive Group of (i) its decision not intention to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, the “Call Notice”). Subject to the Investor Groups making provisions of Section 6, the election described in clause (iii) closing of the preceding sentence to such Investor Group(s) purchase shall take place at the principal office of Investors on a pro rata basis (based upon the number later of Units held by such Investor Group relative the 30th day after the giving of the Call Notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the total number provisions of Section 6, the Executive shall deliver to Investors duly executed instruments transferring title to the Units held by all to Investors, against payment of the Investor Groups making such election), but in no event more that any such Investor Groups elected appropriate purchase price by cashier’s or certified check payable to purchasethe Executive or by wire transfer of immediately available funds to an account designated by the Executive. (c) In the event of a purchase by the Company Investors pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"5.2(a), the purchase price shall be:be (in each case after taking account of any prior purchases pursuant to Section 5.2(a)): (i) if the Executive engages in any Competitive Activity (as defined in Section 7.1 of this Agreement), a price per unit equal to the lesser of (A) Fair Market Value (measured as of the Activity Date (as defined in Section 7.2 of this Agreement)) and (B) Cost; (ii) in the case of a Termination Event specified termination of employment described in Section 2.02(a)(i5.2(a)(i), Section 5.2(a)(ii) or 2.02(a)(ii):Section 5.2(a)(iii), the Fair Market Value of such Unit (measured as of the date of the Call Notice); and (xiii) for Class A Units and Vested Unitsin the case of a termination of employment described in Section 5.2(a)(iv), a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit unit equal to the lesser of (1A) the most recently determined Fair Market Value (measured as of the date of the Call Notice) and (2B) Cost. (d) Notwithstanding anything in this Section 5.2 to the contrary, in the event that Investors purchases Units at Fair Market Value pursuant to the terms of this Section 5.2 and within twelve months of the date of the determination of such Fair Market Value both (A) a Sale of the Company or a Public Offering occurs and (B) in connection with such transaction, the per share value of the Units exceeds the per share purchase price paid by Investors to Executive under this Section 5.2, the Executive shall be entitled to receive from Investors the benefit of such higher value for the Units purchased. The excess of (x) the net proceeds which the Executive would have received in such Sale of the Company or Public Offering from the sale in such transaction of all Units repurchased by Investors under this Section 5.2, less (y) the amount which the Executive actually received from the purchase of such Units by Investors pursuant to this Section 5.2, shall be paid by certified or cashier’s check or wire transfer of funds to Executive upon consummation of such Sale of the Company or Public Offering.

Call Option. (a) If If, prior to a Management Member's Services to Sale of the Company, (x) Executive’s employment with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below or (each such event a "Termination Event")y) if Executive engages in Competitive Activity, the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, purchase for a period of 120 days (subject to extension as provided below) immediately following the date of commencing on the Termination Event Date or the Activity Date, as applicable, and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following ending on the later of (AI) the date of 90 days following the Termination Event Date or the Activity Date, as applicable, and (BII) 211 days following the date that is six Purchase Date (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Member member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, Company may elect to repurchase all or any only the portion of the Units of such class, including purchasing only such subject to repurchase hereunder at a lower priced Unitsprice), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability Disability, death or death Retirement of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member Executive for any reasonGood Reason; (iii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased Cause or (B) by the Company shall be canceledExecutive for any other reason not set forth in Section 4.1(a)(i) or Section 4.1(a)(ii). (b) If on the 61st day following (x) in Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the case of Class A UnitsCompany shall, not later than 30 days prior to the date end of the Termination Event and (y) in the case of Vested UnitsCall Period, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide send written notice to each member of the Investor Groups Executive Group of (i) its decision not intention to purchase some all or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all a portion of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) “Call Notice”). The closing of the preceding sentence to such Investor Group(s) purchase shall take place at the principal office of the Company or one of its Subsidiaries on a pro rata basis (based upon date specified by the number of Units held by such Investor Group relative to Company no later than the total number of Units held by all 30th day after the giving of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchaseCall Notice. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"4.1(a), the purchase price with respect to a purchase of all or any portion of the Units shall be: (i) in the case of a Termination Event specified termination of employment described in Section 2.02(a)(i4.1(a)(iii)(A) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Unitsif Executive engages in Competitive Activity, a price per Unit equal to the lesser of (1A) the most recently determined Fair Market Value (measured as of the date the Units are repurchased) and (2B) Cost; (ii) in the case of a termination of employment described in Section 4.1(a)(i) or Section 4.1(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the date the Units are repurchased), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being purchased, if any, shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; (iii) in the case of a termination of employment described in Section 4.1(a)(iii)(B), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the date the Units are repurchased), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being purchased, if any, shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost.

Call Option. (a) If During the period beginning on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”), NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a Management Member's Services purchase price that implies an Internal Rate of Return to GEPIF of seven and three quarters percent (7.75%), measured from the Effective Date to the Company or any Subsidiary terminate for any of Call Option Closing Date (the reasons “Call Option Purchase Price”), upon the terms and conditions set forth in clauses this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) or the Call Option Purchase Price, and (iii) below the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such event a "Termination Event"), Non- Voting NEP Common Unit will be specified as the Company shall have 15-day VWAP of the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following NEP Common Units on the date of the Termination Event and Call Option Notice. The Class B Members shall have five (y5) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date receipt of the Termination Event and Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (Bif any) up to a maximum of thirty percent (30%) of the date that is total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day after of the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit Call Option Period (the later “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (A) and (Bthe “Call Option Extension Purchase Price”), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Companypayable, at its sole discretionoption, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may elect be used to repurchase all or pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of such classthe NEP Partnership Agreement, including purchasing only such lower priced Unitswould not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): and (iC) if such Management Member's Service NEP must have an effective registration statement on file with the Company and its Subsidiaries is terminated due to the Disability or death Commission covering resales of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested underlying NEP Common Units purchased by the Company shall to be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date received upon conversion of the Termination Event and Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the case of Vested UnitsPurchase Agreement) shall be in full force and effect, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Unitswithout any modification thereto, and (z) the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company Registration Rights Agreement shall on or before the 61st day provide written notice be in effect with respect to the Investor Groups NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of (i) its decision not to purchase the NEP Partnership Agreement. If some or all of the consideration set forth in such Units and (ii) the number notice consists of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Termination Event Call Option Period Extension and at least ten (y10) days and no more than fifteen (15) days in advance of such exercise, deliver to the case of Vested Units, Class B Members written notice containing the First Purchase Datesame information set forth in Section 7.02(b) with respect to the Call Option Notice. Upon The Class B Members shall have five (5) days following receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written such notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, notify NEP Member in writing that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell thirty percent (x) to the Investor Groups making elections described in clauses (i) and (ii30%) of the preceding sentence, total Call Option Extension Purchase Price (the number of Eligible Units elected “Maximum Requested Cash Portion”) (with the balance to be purchased by such Investor Groups and (y) all remaining Eligible paid in Non-Voting NEP Common Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but unless such notice specified a higher percentage payable in no event more that any such Investor Groups elected to purchasecash. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of Services, any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units)Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; , and (yii) for Unvested Unitsin the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.)

Call Option. (a) If At any time during the thirty (30) Business Day period following its receipt of a Management Change of Control Notice from a Member (the “Changed Member's Services ”) pursuant to Section 10.03, the Member receiving the Change of Control Notice (the “Non-Changed Member”) shall, so long as it is not a Defaulting Member, have the right, but not the obligation, to deliver to the Changed Member a written notice requesting a determination of Company or any Subsidiary terminate for any of the reasons set forth FMV in clauses accordance with Section 9.05 (ia “Company FMV Determination Request”), in which case Company FMV shall be determined in accordance with Section 9.05. For a period of thirty (ii30) or Business Days following such determination of Company FMV (iii) below (each such event a "Termination Event"as finally determined in accordance with Section 9.05), the Company Non-Changed Member shall have the right right, but not the obligation obligation, to purchasedeliver to the Changed Member a written, from time to time after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date")unconditional, and such Management Member shall be required irrevocable notice (an “Exercise Notice”) stating its election to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c):either: (i) if such Management purchase the Changed Member's Service with the Company and its Subsidiaries is terminated due ’s entire Membership Interest for a purchase price equal to the Disability or death 90% of the Management Member; (ii) if product of such Management Member's Service with the Company and its Subsidiaries is terminated FMV multiplied by the Company and its Subsidiaries without Cause or by Changed Member’s Percentage Interest (the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled“Call Exercise Price”). (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend The Member selling its 60 day election period Membership Interest pursuant to this Section 2.02(d9.04 (the “Call Selling Member”) shall, at the closing of such sale (“Call Closing”), the Company shall on or before the 61st day provide written notice represent and warrant to the Investor Groups of purchasing Member (the “Call Purchasing Member”) that (i) its decision not the Call Selling Member has full right, title, and interest in and to purchase some or all of such Units and Membership Interest, (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, Call Selling Member has all necessary power and the Investor Groups shall have the right to purchase authority and such Management Member shall be required to sell to the Investor Group(s), any or has taken all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation necessary action to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A UnitsMembership Interest as contemplated by this Section 9.04, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) such Membership Interest is free and clear of any and all Units available to be purchased; provided, that Encumbrance other than those arising as a result of or under the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise terms of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchasethis Agreement. (c) In the event of a purchase by the Company pursuant Subject to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"9.04(d), the purchase price Call Closing shall take place no later than sixty (60) days following receipt by the Call Selling Member of the Exercise Notice on a date specified by the Call Purchasing Member (the “Call Closing Date”); provided that the Call Purchasing Member shall give the Call Selling Member at least ten (10) Business Days’ written notice of the Call Closing Date. (d) The Call Purchasing Member shall pay the Put Exercise Price or the Call Exercise Price, as the case may be: , for the Call Selling Member’s Membership Interest (the “Call Purchase Price”) by wire transfer of immediately available funds to an account designated in writing by the Call Selling Member; provided that (i) if the Call Selling Member is a Non-Contributing Member, the Call Purchase Price shall be decreased by the amount of any unpaid Additional Capital Contribution or Default Loan, including any accrued but unpaid interest thereon, owed by the Call Selling Member; and (ii) if the Call Selling Member has funded any Default Loan that remains outstanding, it shall be paid in full by the case of Call Purchasing Member, including any accrued but unpaid interest thereon, at (and as a Termination Event specified in Section 2.02(a)(icondition to the closing of) or 2.02(a)(ii):the Call Closing. (xe) for Class A Units and Vested UnitsAt the Call Closing, a price per Unit equal the Call Selling Member shall deliver to the most recently determined Fair Market ValueCall Purchasing Member (i) the resignation of each of the Managers the Call Selling Member designated to the Board; and(ii) a certificate meeting the requirements of Treasury Regulation Section 1.1446(f)-2(b)(2) to the effect that the Call Selling Member is not a foreign person within the meaning of Code Section 1446(f); and (iii) any other deliveries as may be reasonably requested by the Call Purchasing Member. (yf) for Unvested Units, a price per Unit equal Notwithstanding anything herein to the lesser contrary, each Member agrees that, to preserve the character of the Company and consummate the purchase of the Call Selling Member’s entire Membership Interest, the Call Purchasing Member may assign its purchase right or obligation under this Section 9.04 in whole or in part to any Affiliate who, upon the Call Closing, shall become a Member, and that such purchase right or obligation shall be assignable by the Call Purchasing Member without the consent of the Call Selling Member; provided that the Call Purchasing Member (1i) delivers notice to the most recently determined Fair Market Value Call Selling Member of such assignment and of the identity of the assignee prior to the Call Closing and (2ii) Costshall be responsible for any failure of such assignee to perform its obligations under this Section 9.04 with respect to such assigned purchase right or obligation. (g) Without limitation of the other provisions of this Section 9.04, each Member agrees to cooperate and take, and to cause its Affiliates to cooperate and take, all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Call Selling Member’s Membership Interest by the Call Purchasing Member pursuant to this Section 9.04.

Call Option. 9.2.1 At any time from and after January 1, 2004 (abut in no event prior thereto), should either Global or LaBa▇▇▇ (▇▇e "Initiating Member") If a Management Member's Services desire to the Company or any Subsidiary terminate for any purchase all, but not less than all, of the reasons set forth in clauses Membership Units owned by the other of the aforenamed Members (i), (ii) or (iii) below (each such event a the "Termination EventTarget Member"), the Initiating Member shall make a written offer (the "Offer") to the Target Member to purchase the Membership Units owned by the Target Member for the Market Value thereof. If at any time during the term of this Agreement, should either Global or LaBa▇▇▇ ▇▇▇se to be a Member of the Company shall have upon the right happening of any event set forth in Section 11.1, and if LaBa▇▇▇ ▇▇ Global, respectively, (also the "Initiating Member") then desires to purchase all, but not less than all, of the obligation Membership Units owned by the other of the aforenamed Members (also the "Target Member"), the Initiating Member shall make a written offer (also an "Offer") to purchase, the Target Member to purchase the Membership Units owned by the Target Member for the Market Value thereof. Such Offer shall be irrevocable except as otherwise provided herein. During the thirty (30) day period from time to time and after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event Target Member's receipt of such Offer, the Target Member and (y) the Initiating Member shall discuss the determination of the Market Value of the Target Member's Membership Units in the case of any Class A Unit or Vested UnitCompany. If during such thirty day period, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) Target Member and the date Initiating Member agree in writing upon the Market Value of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to Target Member's Membership Units in the Company, any or then the Initiating Member shall purchase and the Target Member shall sell all of Membership Units in the Company owned by the Target Member for the Market Value so determined all as provided hereunder. If during such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different pricesthirty day period, the Company, at its sole discretion, may elect Target Member and the Initiating Member are unable to repurchase all or any portion agree as to the Market Value of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Target Member's Service with Membership Units, then the Company and its Subsidiaries is terminated due to the Disability or death Market Value of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by each Membership Unit in the Company shall be canceled. (b) If on the 61st day following (x) determined in the case of Class A Units, manner and under the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to process provided under Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.15.4.26

Call Option. (a) If a Management Member's Services At any time, and from time to the Company time, on or any Subsidiary terminate for any of the reasons set forth in clauses (i)after [●], (ii) or (iii) below (each such event a "Termination Event")2026,7 but prior to [●], the Company 2031,8 NEP Member shall have the right right, but not the obligation obligation, to purchaseacquire, from time to time after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date limitations and requirements of the Termination Event and (y) in the case of any Class A Unit or Vested Unitthis Section 7.02, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the outstanding Class B Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the applicable Acquisition Date of such classClass B Unit to the Call Option Closing Date, including purchasing only such lower priced Unitsof [five and five and sixty-one hundredths percent (5.61%)] (the “Call Option Purchase Price”), at a price per Unit equal upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the applicable purchase price determined outstanding Class B Units pursuant to this Section 2.02(c): (i) if 7.02 to any Person other than NEP or a Subsidiary thereof; provided, however, that, in the event of any such Management Member's Service with the Company assignment, NEP Member and its Subsidiaries is terminated due NEP shall remain subject to the Disability or death their respective obligations set forth in this Section 7.02 upon any exercise of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceledCall Option. (b) If on To exercise the 61st day following (x) in the case of Class A UnitsCall Option, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company NEP Member shall on or before the 61st day provide written notice deliver to the Investor Groups Class B Members notice of such exercise (the “Call Option Notice”) containing (i) its decision not the date (the “Call Option Closing Date”) on which the Call Option is to purchase some or all of such Units and be consummated (the “Call Option Closing”), (ii) the number of such Management Member's Eligible Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (defined belowor NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) which Business Days prior to the Company did applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not purchaseless than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02, and the Investor Groups shall have respective proportions thereof to be paid to the right to purchase and such Management Class B Members (or their nominee(s)); provided, however, that NEP Member may issue a maximum of one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be required to sell delivered to the Investor Group(s), any or all Class B Members at least five (5) calendar days in advance of the Class A and Vested Call Option Closing Date. Delivery of the initial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to [●], 20269). If the consideration to be used to pay the Call Option Purchase Price, as set forth in the Call Option Notice, includes Non-Voting NEP Common Units (or NEP Common Units if the "Eligible Units"holder of Class B Units to be purchased requests in writing, not less than two (2) then held by such Management Member at a price per Unit equal Business Days prior to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A UnitsCall Option Closing Date, the issuance of NEP Common Units), then the applicable 7 NTD – To be the date that is the [fifth (5th)] anniversary of the Termination Event and (y) in the case of Vested Units, the First Purchase Effective Date. Upon receipt 8 NTD – To be the date that is the [Flip Date]. 9 NTD – To be the date that is the [fifth (5th)] anniversary of the written notice described aboveEffective Date. 896060.18-WILSR01A - MSW Call Option Notice may not be delivered, each Investor Group desiring nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year (or any other “blackout period” under NEP Member’s trading policies that is applicable to purchase Units shall within 45 days all holders of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor GroupsNEP Common Units), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In The following restrictions shall apply to each exercise of the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall beCall Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued other than for a number of Class B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the Class B Units outstanding on the date of the applicable Call Option Notice, unless such exercise of the Call Option is for the purchase of all remaining Class B Units not held by NEP Class B Parties; (ii) the number of Class B Units purchased pursuant to the exercise of one or more Call Options during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of outstanding Class B Units as of the date of the Call Option Notice; provided, however, that the restriction set forth in this clause (ii) shall terminate on [●], 2030;10 (iii) the Class B Units purchased from each Class B Member pursuant to any exercise of the Call Option shall consist of a Proportionate Class B Allocation of such Class B Member’s Class B Units; (iv) if Investor delivers notice to NEP Member of Investor’s intent for NEP Member (or its nominee) to purchase Blocker Interests in connection with such Call Option in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units purchased pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the case aggregate, by any two or more Blockers (such that the purchase of a Termination Event specified Blocker Interests pursuant to such Call Option provides NEP Member (or its nominee) the indirect ownership through such Blocker(s) of the number of Class B Units set forth in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Valuesuch Call Option Notice); and (yv) for Unvested the aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, be no more than: (A) from [●], 2026,11 but prior to [●], 2027,12 twenty percent (20%) of the total number of outstanding Class B Units, a price per Unit equal ; 10 NTD – To be the date that is one year prior to the lesser Flip Date. 11 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 12 NTD – To be the date that is the [sixth (16th)] anniversary of the Effective Date. 896060.18-WILSR01A - MSW (B) from [●], 2027,13 but prior to [●], 2028,14 forty percent (40%) of the most recently determined Fair Market Value and (2) Cost.total number of outstanding Class B Units;

Call Option. (a) If a Management Member's Services to 8.2.1 Without limitation of Section 3.8, in the Company or event of any Subsidiary terminate for any Termination of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event")Services, the Company Partnership shall have the right but not the obligation to purchase, purchase (the “Call Right”) from such Management Limited Partner whose Services terminated from time to time after such termination of Services (x) in until the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date")Repurchase Deadline, and such Management Member Limited Partner shall be required to sell to the CompanyPartnership, any or all of such Vested Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) 8.2.3; provided, however, that if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death Termination of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated Services was by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company Partnership or any of its Subsidiaries for CauseCause or by the Management Limited Partner without Good Reason, then such right shall also apply to any or all Class A Units then held by such Management Limited Partner. Any Unvested Units purchased by the Company Partnership shall be canceled. . If the Partnership elects to exercise its rights under this Section 8.2.1, it shall provide written notice (the “Notice”) either (a) to a Management Limited Partner who is not a Substantial Management Limited Partner prior to the end of the twelfth month immediately following such Termination of Services or (b) If on to a Management Limited Partner who is a Substantial Management Limited Partner prior to the 61st forty-fifth day preceding the end of the twelfth month immediately following such Termination of Services (x) in the case of Class A Unitseach case, the date “Notice Deadline”), of such election of the Termination Event and Call Right by the Partnership (y) which Notice shall include the purchase price to be paid for such Units as determined by the General Partner in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Unitsaccordance with Section 8.2.3), and the Company has not opted Management Limited Partner will be obligated to extend its 60 day election period pursuant sell to Section 2.02(d), the Company shall Partnership the number of Units elected to be purchased by the Partnership. Any such purchase must be completed on or before the 61st day Repurchase Deadline. All rights under this Section 8.2 shall expire upon the occurrence of a Qualified IPO. 8.2.2 In the event that the Partnership elects not to exercise its Call Right in full, the Partnership shall provide written notice to the Investor Groups Apollo Group on or at any time prior to the Notice Deadline of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Limited Partner’s Eligible Units (defined below) which the Company did Partnership will not purchase, and the Investor Groups Apollo Group shall have the right but not the obligation to purchase and such Management Member Limited Partner shall be required to sell to the Investor Group(s)Apollo Group, any or all of the such Class A Units and Vested Units subject to the Call Right that the Partnership has not elected to purchase under this Section 8.2 (the "“Eligible Units"”) then held by such Management Member Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c)8.2.3. The Investor Groups' Apollo Group’s rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units provide an Election Notice shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateNotice Deadline. Upon receipt of the written Apollo Group’s notice described aboveto exercise its rights under this Section 8.2.2 prior to the termination of such right in accordance with this Section 8.2.2, each Investor Group desiring to purchase Units shall within 45 days the Partnership will notify (the “Election Notice”) the Management Limited Partner of receipt any election of the Company's notice provide written notice Call Right by the Apollo Group (which Election Notice shall include the purchase price to be paid for such Units as determined by the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor GroupsGeneral Partner in accordance with Section 8.2.3), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member Limited Partner will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, Apollo Group the number of Eligible Units elected to be purchased by the Apollo Group. Any such Investor Groups and (y) all remaining Eligible Units, if any, to purchase must be completed on or before the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchaseRepurchase Deadline. (c) 8.2.3 In the event of a purchase by the Company Partnership pursuant to Section 2.02(a) 8.2.1 and/or the Investor Group(s) Apollo Group pursuant to Section 2.02(b) 8.2.2 (each a "“Units Buyer"”), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, be a price per Unit equal to the most recently determined Fair Market Value; and (y) amount the holder of such Unit would be entitled to receive for Unvested Units, a price per Unit equal to such Units if all of the lesser of (1) the most recently determined Partnership’s assets were sold for their Fair Market Value on the date of such Termination of Services and the proceeds of such sale were distributed to the Partners in accordance with Section 4.1.1 as determined by the General Partner in good faith; provided that, for purposes of this Section 8.2.3, if the affected Management Limited Partner holds Class B Units representing at least 0.75% of the total number of Units then outstanding (2including the Units being purchased pursuant to this Section 8.2.3) Cost(a “Substantial Management Limited Partner”) and such Management Limited Partner disagrees with the General Partner’s determination of the Fair Market Value of such assets, such Management Limited Partner may within 30 days of delivery of the Notice (or, if no Notice is delivered, the Election Notice) require the Partnership to retain an independent certified appraiser, investment banker or similar valuation specialist (“Independent Appraiser”) as mutually agreed upon by the General Partner and such Management Limited Partner to determine the Fair Market Value of such assets (a “Valuation”) (which determination by the Independent Appraiser shall be final and binding on the parties), the cost of which will be borne by the Partnership unless the Fair Market Value of the assets as determined by the Independent Appraiser is 110% or less of the Fair Market Value of such assets as determined by the General Partner, in which case, the Management Limited Partner shall bear the cost of such appraisal. If the Fair Market Value of such assets as determined by the Independent Appraiser is more than 110% of the Fair Market Value of such assets as determined by the General Partner, the General Partner may elect to rescind its exercise of the Call Right with respect to such Units. 8.2.4 The Units Buyer may pay the purchase price for such Units by delivery of funds deposited into an account designated by the Management Limited Partner, a bank cashier’s check, a certified check or a company check of the Units Buyer for the purchase price; provided that if the Units Buyer is the Partnership and has the right to purchase such Units during the period following an Initial Public Offering or Subsidiary IPO, the Partnership shall have the right (but not the obligation) to pay for up to fifty percent (50%) of the purchase price for such Units through delivery of a number of shares of Issuer Common Stock determined by dividing (A) the portion of the aggregate purchase price of the Units being sold by such Management Limited Partner that is being paid in Issuer Common Stock by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Limited Partner. Notwithstanding anything to the contrary in this Agreement, the Partnership may deduct and withhold from the amounts otherwise payable pursuant to this Agreement such amounts as necessary to comply with the Code, or any other provision of applicable law, with respect to the making of such payment. 8.2.5 In the event that following the exercise of the rights under this Section 8.2, the Partnership and/or the Apollo Group are unable to purchase any Units pursuant to this Section 8.2 prior to the Repurchase Deadline as a result of a Repurchase Issue for any of the reasons set forth in the definition of Repurchase Issue, the Partnership’s and the Apollo Group’s (as applicable) obligation to purchase such Units, and the applicable Management Limited Partner’s obligation to sell such Units, in each case pursuant to this Section 8.2, shall cease.

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of Services, any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units)Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata PRO RATA share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata PRO RATA share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata PRO RATA basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; , and (yii) for Unvested Unitsin the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.)

Call Option. (a) If a Management Member's Services The Class A Members shall have and are hereby granted an option to purchase all (but not less than all) of the interests in the Company of the Class B Members (and all, if any, of their debt claims against the Company), such option to be exercisable by, and only by, notice (the “Exercise Notice”) from the Class A Members to the Company or Class B Members at any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion [****] anniversary of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceledEffective Date. (b) If on The price to be paid for the 61st day following (x) in the case of Class A Unitsinterests and, if applicable, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all debt claims of the Class A and Vested Units B Members (net of liabilities with respect to which the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event Members and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available their affiliates are to be purchased; provided, that the Investor Groups shallreleased, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses subsection (ic)) and (ii) of shall be the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchaseClass B Price. (c) In the event Closing of a purchase by the Company sale pursuant to Section 2.02(aexercise of the option described in subsection (a) and/or shall occur on the Investor Group(sthirtieth (30th) pursuant to Section 2.02(b) day following the Exercise Notice (each or, if such day is not a "Units Buyer"business day, the next succeeding business day), at the purchase price shall be: principal place of business of the Company, or at such other time and place as may be mutually agreed upon. At such closing: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): Class B Members shall (x) for Class A Units convey all of their interests in the Company, and, if applicable, all of their debt claims against the Company, and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Unitswarrant that such Members each own all right, a price per Unit equal title and interest in and to their respective interests, free and clear of all liens and other encumbrances; (ii) the Class A Members shall (x) pay the Class B Members the Class B Price in cash or by certified or cashier’s check and (y) deliver releases of the Class B Members and their affiliates, in form and content satisfactory to the lesser Class B Members (acting reasonably), from all personal liability with respect to all liabilities of (1) the most recently determined Fair Market Value Company from and after the Closing and all obligations of the Class B Members and/or their affiliates in respect of the Company’s financing; and (2iii) Costall parties shall execute and deliver such other documents as may be appropriate to effect, evidence and perfect the transaction. From and after the date of the Exercise Notice, all such Class B Members’ interests in the Company shall be deemed to have been transferred to the Class A Members without any further action required on the part of any Class B Members and the Class B Members shall have only the right to receive the Class B Price and the releases described above in respect of such interests. (d) Each Class B Member hereby appoints each other Member, with power of substitution, as his, her or its attorney-in-fact to execute and deliver all documents appropriate to effect any transaction in substantive compliance with the provisions of this section. The foregoing power of attorney is coupled with an interest and irrevocable. (e) In connection with a transfer pursuant to this section, the purchasers may designate another person or persons to acquire the sellers interests in the Company, in which event such other person(s) shall acquire such interests, but no such designation or acquisition shall relieve the purchasers (as determined without regard to this subsection (f)) from any obligation under this section. (f) Notwithstanding any other provision of this Agreement to the contrary, the Company shall make no distribution or pay any debt claims of the Class B Members during the pendency of proceedings under this section.

Call Option. (a) If a Management Member's ’s Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "‘‘Termination Event"’’), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of Services, any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "‘‘First Purchase Date"’’), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units)Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent, the Company has not purchased all of a terminated Management Member's ’s Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's ’s Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "‘‘Eligible Units"’’) then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' ’ rights to purchase such Eligible Units and each Management Member's ’s corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateEvent. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's ’s notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's ’s pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' ’ respective notices, the Company will notify the Management Member of the Investor Group(s)' ’ elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "‘‘Units Buyer"’’), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; , and (yii) for Unvested Unitsin the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.)

Call Option. (a) If a Management Member's Services At any time, and from time to the Company time, on or any Subsidiary terminate for any of the reasons set forth in clauses (i)after December 15, (ii) or (iii) below (each such event a "Termination Event")2027, the Company but prior to December 15, 2032, NEP Member shall have the right right, but not the obligation obligation, to purchaseacquire, from time to time after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date limitations and requirements of the Termination Event and (y) in the case of any Class A Unit or Vested Unitthis Section 7.02, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the outstanding Class B Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the applicable Acquisition Date of such classClass B Unit to the Call Option Closing Date, including purchasing only such lower priced Unitsof six and nine hundred thirty-one thousandths percent (6.931%) (the “Call Option Purchase Price”), at a price per Unit equal upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the applicable purchase price determined outstanding Class B Units pursuant to this Section 2.02(c): (i) if 7.02 to any Person other than NEP or a Subsidiary thereof; provided, however, that, in the event of any such Management Member's Service with the Company assignment, NEP Member and its Subsidiaries is terminated due NEP shall remain subject to the Disability or death their respective obligations set forth in this Section 7.02 upon any exercise of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceledCall Option. (b) If on To exercise the 61st day following (x) in Call Option, NEP Member shall deliver to the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide B Members written notice to of such exercise (the Investor Groups of “Call Option Notice”) containing (i) its decision not the date (the “Call Option Closing Date”) on which the Call Option is to purchase some or all of such Units and be consummated (the “Call Option Closing”), (ii) the number of such Management Member's Eligible Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (defined belowor NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) which Business Days prior to the Company did applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not purchaseless than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02, and the Investor Groups shall have respective proportions thereof to be paid to the right to purchase and such Management Class B Members (or their nominee(s)); provided, however, that NEP Member may issue a maximum of one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be required to sell delivered to the Investor Group(s)Class B Members at least five (5) calendar days, any or all but not more than ten (10) Business Days, in advance of the Class A and Vested Call Option Closing Date. Delivery of the initial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to December 15, 2027). If the consideration to be used to pay the Call Option Purchase Price, as set forth in the Call Option Notice, includes Non-Voting NEP Common Units (or NEP Common Units if the "Eligible Units"holder of Class B Units to be purchased requests in writing, not less than two (2) then held by such Management Member at a price per Unit equal Business Days prior to the applicable purchase price determined pursuant Call Option Closing Date, the issuance of NEP Common Units), then the applicable Call Option Notice may not be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year. (c) The following restrictions shall apply to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units each exercise of the Call Option: (i) no Call Option may be exercised, and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case no Call Option Notice may be issued other than for a number of Class A B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the total number of Class B Units (excluding outstanding Supplemental Class B Units, ) outstanding on the date of the Termination Event and (y) in the case of Vested Unitsapplicable Call 92 Option Notice, the First Purchase Date. Upon receipt unless such exercise of the written notice described above, each Investor Group desiring to Call Option is for the purchase of all remaining Class B Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either not held by NEP Class B Parties; (iii) its pro rata share of the Eligible Units (based upon the number of Class B Units held by such Investor Group relative purchased pursuant to the exercise of the Call Option during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of Class B Units held by all (excluding outstanding Supplemental Class B Units) outstanding on the date of the Investor Groups)applicable Call Option Notice; provided, however, that the restriction set forth in this clause (ii) a number of Eligible Units less than such Investor Group's pro rata shareshall terminate on December 15, or 2031; (iii) the Class B Units purchased directly from each Class B Member or indirectly through a Blocker Merger pursuant to any and all exercise of the Call Option shall consist of a Proportionate Class B Allocation of such Class B Member’s or Blocker’s Class B Units; (iv) if Investor delivers notice to NEP Member of Investor’s intent for NEP Member (or its nominee) to purchase Blocker Interests in connection with such Call Option pursuant to a Blocker Merger in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units available to be purchased; providedpurchased indirectly through a Blocker Merger pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the aggregate, by any two or more Blockers (such that the acquisition of Blocker Interests through such Blocker Merger pursuant to such Call Option provides NEP Member (or its nominee) the indirect ownership, through the surviving Blocker of such Blocker Merger, of the number of Class B Units set forth in such Call Option Notice, less the number of Class B Units that Investor Groups has elected for the NEP Member (or its nominee) to purchase directly in connection with such Call Option); and (v) the aggregate number of Class B Units acquired in any Call Option shall, as much as reasonably practicable, consult cumulatively when taken together with each other and coordinate the exercise of rights such that all Eligible Class B Units are elected to be purchased. Upon receipt purchased in all prior exercises of the Investor Groups' respective noticesCall Option, the Company will notify the Management Member be no more than: (A) from December 15, 2027, but prior to December 15, 2028, twenty percent (20%) of the Investor Group(stotal number of outstanding Class B Units (excluding outstanding Supplemental Class B Units)' elections ; (B) from December 15, 2028, but prior to December 15, 2029, forty percent (40%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (C) from December 15, 2029, but prior to December 15, 2030, sixty percent (60%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (D) from December 15, 2030, but prior to December 15, 2031, eighty percent (80%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); and (E) from December 15, 2031, but prior to December 15, 2032, one hundred percent (100%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units). (d) Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the Management Member will be obligated to sell (x) to satisfaction of each of the Investor Groups making elections described in clauses following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) (A) the Registration Rights Agreement is in effect with respect to the NEP Common Units to be issued as part of the Call Option Purchase Price (or into which the Non-Voting NEP Common Units are convertible), subject to and in accordance with the terms of the NEP Limited Partnership Agreement, and (B) NEP shall use commercially reasonable efforts to file, as promptly as practicable following the delivery of the applicable Call Option Notice, a registration statement with the Commission registering the resale of the NEP Common Units to be issued at the Call Option Closing as part of the Call Option Purchase Price (or into which the Non-Voting NEP Common Units issued at such Call Option Closing are convertible); and (iii) on such Call Option Closing Date, there shall be no Call Option Cash Shortfall. (e) NEP Member may pay any Call Option Purchase Price, at its option (subject to Section 7.02(d) above), in either cash, Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units). (f) Any NEP Common Units or Non-Voting NEP Common Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the Trading Day immediately preceding the date of the Call Option Notice and (ii) the listed price of a NEP Common Unit as of the end of trading on the Trading Day immediately preceding sentencethe date of the Call Option Notice. (g) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws), to NEP Member or its nominee; (ii) NEP Member or its nominee will pay the cash portion of the Call Option Purchase Price to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds; and (iii) NEP shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) to the Class B Members, and, in connection therewith, NEP shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such NEP Common Units or Non-Voting NEP Common Units, as the case may be, to such Class B Members (or their nominee(s)). No fractional NEP Common Units 94 or Non-Voting NEP Common Units, as the case may be, will be issued. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the number Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the applicable Acquisition Date of Eligible the Class B Units elected to be purchased by until the date of the actual Call Option Closing. (h) Each Class B Member hereby agrees that, in connection with each Call Option Closing, such Investor Groups Class B Member (or its Affiliates) shall use reasonable best efforts to obtain Qualifying Financing and (y) all remaining Eligible Unitsshall borrow an amount thereunder that, together with the aggregate amount of any Call Option Cash Consideration, if any, to be paid to such Class B Member and all other cash on hand and all Cash Equivalents of such Class B Member, provides such Class B Member sufficient cash to repay the Investor Groups making portion of such Class B Member’s then outstanding Indebtedness under any Class B Permitted Loan Financing required to be repaid as a result of such exercise of the election described Call Option (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees, and other payments due and payable under such Class B Permitted Loan Financing in clause connection with such repayment), and to cause the release of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws) on the Class B Units being acquired pursuant to the exercise of such Call Option. To the extent that the net proceeds from the Qualifying Financing, together with the aggregate Call Option Cash Consideration to be paid to such Class B Member (net of any deductions or withholdings therefrom pursuant to Section 7.02(m)) and all other cash on hand and Cash Equivalents of the applicable Class B Member, are insufficient to repay in full the portion of Indebtedness under such Class B Permitted Loan Financing that is required to be repaid (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment) as a result of the exercise of such Call Option (such deficiency, a “Call Option Cash Shortfall”), then such Class B Member shall use reasonable best efforts to remedy such Call Option Cash Shortfall as promptly as practicable by obtaining Qualifying Financing (or additional Qualifying Financing) in an amount required to remedy the Call Option Cash Shortfall. The Members agree that, if any Class B Permitted Loan Financing is outstanding at such time, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall. If there is a Call Option Cash Shortfall and the applicable Class B Members are unable, using their respective reasonable best efforts to, secure Qualifying Financing or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall by the Call Option Closing Date set forth in the applicable Call Option Notice (the “Scheduled Call Option Buyout Date”), then the applicable Call Option Closing shall automatically be delayed for a period (a “Call Option Delay Period”) commencing on the Scheduled Call Option Buyout Date and ending upon the earliest to occur of (i) the Call Option Closing, (ii) NEP Member’s delivery of written revocation of the applicable Call Option Notice to the Class B Member Representative at any time after the Scheduled Call Option Buyout Date, and (iii) of the preceding sentence to such Investor Group(sdate that is twenty (20) on a pro rata basis (based upon Business Days after the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that Scheduled Call Option Buyout Date. During any such Investor Groups elected Call Option Delay Period, the Class B Members shall use their respective 95 reasonable best efforts to purchase. secure Qualifying Financing, or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount that is sufficient to remedy the Call Option Cash Shortfall; provided, however, that, at any time and from time to time during such Call Option Delay Period, NEP Member shall be entitled to modify the proportions of cash and Non-Voting NEP Common Units (c) In the event of a purchase by the Company or NEP Common Units, if requested pursuant to Section 2.02(a7.02(b)) and/or to be used to pay the Investor Group(sCall Option Purchase Price at the applicable Call Option Closing, upon notice thereof delivered to the Class B Member Representative on or after the Scheduled Call Option Buyout Date. If, following the Scheduled Call Option Buyout Date, the Class B Members are able, using their respective reasonable best efforts, to remedy the Call Option Cash Shortfall, then (A) the Class B Member Representative shall promptly deliver written notice thereof to NEP Member, (B) the applicable Call Option Closing shall occur as promptly thereafter as practicable, and (C) at the applicable Call Option Closing, the amount of the Call Option Purchase Price and the Issuance Price for Non-Voting NEP Common Units (or NEP Common Units, if requested pursuant to Section 2.02(b7.02(b)) to be issued as payment (each a "Units Buyer")or partial payment) of the applicable Call Option Purchase Price shall be the same as is set forth in the original Call Option Notice; provided that, if the purchase price Class B Members are unable to remedy the applicable Call Option Cash Shortfall by the expiration of the applicable Call Option Delay Period, then the obligation of the Class B Members to use their respective reasonable best efforts to secure Qualifying Financing, or to refinance the existing Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall shall be:cease concurrently with such expiration of the applicable Call Option Delay Period. (i) in Following consummation of the case Call Option Closing pursuant to which all of a Termination Event specified in Section 2.02(a)(i) Class B Member’s Class B Units are acquired by NEP Member (or 2.02(a)(ii): (x) for its nominee), the Managing Member will amend this Agreement to reflect the withdrawal of such Class A B Member and the transfer of the Class B Units and Vested Units, a price per Unit equal to effective as of the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.

Call Option. (a) If a Management Member's Services to 8.2.1 Without limitation of Section 3.8, in the Company or event of any Subsidiary terminate for any Termination of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event")Services, the Company Partnership shall have the right but not the obligation to purchase, purchase (the “Call Right”) from such Management Limited Partner whose Services terminated from time to time after such termination of Services (x) in until the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date")Repurchase Deadline, and such Management Member Limited Partner shall be required to sell to the CompanyPartnership, any or all of such Vested Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) 8.2.3; provided, however, that if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death Termination of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated Services was by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company Partnership or any of its Subsidiaries for CauseCause or by the Management Limited Partner without Good Reason, then such right shall also apply to any or all Class A Units then held by such Management Limited Partner. Any Unvested Units purchased by the Company Partnership shall be canceled. . If the Partnership elects to exercise its rights under this Section 8.2.1, it shall provide written notice (the “Notice”) either (a) to a Management Limited Partner who is not a Substantial Management Limited Partner prior to the end of the twelfth month immediately following such Termination of Services or (b) If on to a Management Limited Partner who is a Substantial Management Limited Partner prior to the 61st forty-fifth day preceding the end of the twelfth month immediately following such Termination of Services (x) in the case of Class A Unitseach case, the date “Notice Deadline”), of such election of the Termination Event and Call Right by the Partnership (y) which Notice shall include the purchase price to be paid for such Units as determined by the General Partner in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Unitsaccordance with Section 8.2.3), and the Company has not opted Management Limited Partner will be obligated to extend its 60 day election period pursuant sell to Section 2.02(d), the Company shall Partnership the number of Units elected to be purchased by the Partnership. Any such purchase must be completed on or before the 61st day Repurchase Deadline. All rights under this Section 8.2 shall expire upon the occurrence of a Qualified IPO. 8.2.2 In the event that the Partnership elects not to exercise its Call Right in full, the Partnership shall provide written notice to the Investor Groups Apollo Group on or at any time prior to the Notice Deadline of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Limited Partner’s Eligible Units (defined below) which the Company did Partnership will not purchase, and the Investor Groups Apollo Group shall have the right but not the obligation to purchase and such Management Member Limited Partner shall be required to sell to the Investor Group(s)Apollo Group, any or all of the such Class A Units and Vested Units subject to the Call Right that the Partnership has not elected to purchase under this Section 8.2 (the "“Eligible Units"”) then held by such Management Member Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c)8.2.3. The Investor Groups' Apollo Group’s rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units provide an Election Notice shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase DateNotice Deadline. Upon receipt of the written Apollo Group’s notice described aboveto exercise its rights under this Section 8.2.2 prior to the termination of such right in accordance with this Section 8.2.2, each Investor Group desiring to purchase Units shall within 45 days the Partnership will notify (the “Election Notice”) the Management Limited Partner of receipt any election of the Company's notice provide written notice Call Right by the Apollo Group (which Election Notice shall include the purchase price to be paid for such Units as determined by the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor GroupsGeneral Partner in accordance with Section 8.2.3), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member Limited Partner will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, Apollo Group the number of Eligible Units elected to be purchased by the Apollo Group. Any such Investor Groups and (y) all remaining Eligible Units, if any, to purchase must be completed on or before the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchaseRepurchase Deadline. (c) 8.2.3 In the event of a purchase by the Company Partnership pursuant to Section 2.02(a) 8.2.1 and/or the Investor Group(s) Apollo Group pursuant to Section 2.02(b) 8.2.2 (each a "“Units Buyer"”), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, be a price per Unit equal to the most recently determined Fair Market Value; and (y) amount the holder of such Unit would be entitled to receive for Unvested Units, a price per Unit equal to such Units if all of the lesser of (1) the most recently determined Partnership’s assets were sold for their Fair Market Value on the date of such Termination of Services and the proceeds of such sale were distributed to the Partners in accordance with Section 4.1.1 as determined by the General Partner in good faith; provided that, for purposes of this Section 8.2.3, if the affected Management Limited Partner holds Class B Units and Class C Units representing at least 0.75% of the total number of Units then outstanding (2including the Units being purchased pursuant to this Section 8.2.3) Cost(a “Substantial Management Limited Partner”) and such Management Limited Partner disagrees with the General Partner’s determination of the Fair Market Value of such assets, such Management Limited Partner may within 30 days of delivery of the Notice (or, if no Notice is delivered, the Election Notice) require the Partnership to retain an independent certified appraiser, investment banker or similar valuation specialist (“Independent Appraiser”) as mutually agreed upon by the General Partner and such Management Limited Partner to determine the Fair Market Value of such assets (a “Valuation”) (which determination by the Independent Appraiser shall be final and binding on the parties), the cost of which will be borne by the Partnership unless the Fair Market Value of the assets as determined by the Independent Appraiser is 110% or less of the Fair Market Value of such assets as determined by the General Partner, in which case, the Management Limited Partner shall bear the cost of such appraisal. If the Fair Market Value of such assets as determined by the Independent Appraiser is more than 110% of the Fair Market Value of such assets as determined by the General Partner, the General Partner may elect to rescind its exercise of the Call Right with respect to such Units. 8.2.4 The Units Buyer may pay the purchase price for such Units by delivery of funds deposited into an account designated by the Management Limited Partner, a bank cashier’s check, a certified check or a company check of the Units Buyer for the purchase price; provided that if the Units Buyer is the Partnership and has the right to purchase such Units during the period following an Initial Public Offering or Subsidiary IPO, the Partnership shall have the right (but not the obligation) to pay for up to fifty percent (50%) of the purchase price for such Units through delivery of a number of shares of Issuer Common Stock determined by dividing (A) the portion of the aggregate purchase price of the Units being sold by such Management Limited Partner that is being paid in Issuer Common Stock by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Limited Partner. Notwithstanding anything to the contrary in this Agreement, the Partnership may deduct and withhold from the amounts otherwise payable pursuant to this Agreement such amounts as necessary to comply with the Code, or any other provision of applicable law, with respect to the making of such payment. 8.2.5 In the event that following the exercise of the rights under this Section 8.2, the Partnership and/or the Apollo Group are unable to purchase any Units pursuant to this Section 8.2 prior to the Repurchase Deadline as a result of a Repurchase Issue for any of the reasons set forth in the definition of Repurchase Issue, the Partnership’s and the Apollo Group’s (as applicable) obligation to purchase such Units, and the applicable Management Limited Partner’s obligation to sell such Units, in each case pursuant to this Section 8.2, shall cease.

Call Option. (a) 8.2.1 If a Management Member's Limited Partner ceases to provide Services to for the Company or any Subsidiary terminate benefit of the Partnership and its Subsidiaries for any of the reasons set forth in clauses (ia), (iib) or (iiic) below (each such event a "“Termination Event"”), the Company Partnership shall have the right but not the obligation to purchase, purchase (the “Call Right”) from time to time after such termination of Services (x) in the case of any Unvested UnitVested Unit acquired prior to the Termination Event, for a period of 120 days nine (subject to extension as provided below9) months immediately following the date of the Termination Event and (y) in the case of any Class A Vested Unit or Vested Unitacquired after the Termination Event, for a period of 60 days nine (subject to extension as provided below9) months immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which Sale Date with respect to such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later final day of (A) and (B), each of the "First Purchase Date"aforementioned periods being hereinafter referred to as the “Initial Repurchase Deadline”), and such Management Member Limited Partner shall be required to sell to the CompanyPartnership, any or all of such Vested Units then held by such Management Member Limited Partner (it being understood that if Vested Units of any class subject to repurchase hereunder may be repurchased at different prices, the CompanyPartnership, at its sole discretion, may elect to repurchase all or any portion of the Units of such classVested Units, including purchasing only such lower priced Vested Units), at a price per Vested Unit equal to the applicable purchase price determined pursuant to Section 2.02(c8.2.3 (excluding, in the case of clause (c) below, any such Vested Units that are Legacy Equity Units): (ia) if such Management Member's Service with Limited Partner’s Services for the Company benefit of the Partnership and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries Limited Partner or is terminated by the Company and its Subsidiaries without Cause or by the Management Member Limited Partner for any reason; (iiib) if such Management Member's Service with Limited Partner’s Services for the Company benefit of the Partnership and its Subsidiaries Subsidiaries, as applicable, is terminated by the Company Partnership and its Subsidiaries without Cause; or (c) if such Management Limited Partner’s Services for the benefit of the Partnership and its Subsidiaries, as applicable, is terminated by the Partnership or any of its Subsidiaries for Cause. Any Unvested All Vested Units purchased by the Company Partnership shall be canceled. . Notwithstanding anything to the contrary in this Section 8.2, the Call Right shall not apply to (bi) If on the 61st day following any Unvested Units (xwhich shall automatically be forfeited in accordance with Section 8.3.1), (ii) in the case of Class A Unitsa Termination Event specified in Section 8.2.1(c), any Vested Units that are Legacy Equity Units (which shall automatically be forfeited in accordance with Section 8.3.2), or (iii) any Units held by a Management Limited Partner after the one-year anniversary of the date of the Termination Event and Offering (y) in other than any Units the case purchase price of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period which pursuant to Section 2.02(d8.2.3 is equal to the lesser of (1) the Fair Market Value as of the repurchase date and (2) Cost). 8.2.2 In the event that the Partnership elects not to exercise its Call Right, the Company Partnership shall on or before the 61st day provide written notice to the Investor Groups Apollo Group at any time prior to the Initial Repurchase Deadline of (i) its decision not to purchase some or all of such Vested Units and (ii) the number of such Management Member's Eligible Limited Partner’s Vested Units (defined below) which the Company did Partnership will not purchase, and the Investor Groups Apollo Group shall have the right but not the obligation to purchase and such Management Member Limited Partner shall be required to sell to the Investor Group(s)Apollo Group, any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member Limited Partner at a price per Vested Unit equal to the applicable purchase price determined pursuant to Section 2.02(c)8.2.3. The Investor Groups' Apollo Group’s rights to purchase such Eligible Vested Units and each Management Member's Limited Partner’s corresponding obligation to sell such Eligible Vested Units shall terminate on the 120th later of (i) the thirtieth (30th) day following (x) in the case receipt of Class A Units, the date of the Termination Event such notice and (yii) in the case of Vested Units, the First Purchase DateInitial Repurchase Deadline. Upon receipt of the written notice described above, each Investor the Apollo Group desiring to purchase Units shall within 45 ten (10) days of receipt of the Company's Partnership’s notice provide written notice to the Company, specifying that such Investor Group is willing Partnership of its election to purchase either (i) its pro rata share all or a portion of the Eligible Vested Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchasedManagement Limited Partner. Upon receipt of the Investor Groups' respective noticesApollo Group’s notice, the Company Partnership will notify the Management Member Limited Partner of the Investor Group(s)' elections Apollo Group’s election, specifying that it is willing to purchase all or a portion of the Vested Units, and the Management Member Limited Partner will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, Apollo Group the number of Eligible Vested Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchaseApollo Group. (c) 8.2.3 In the event of a purchase by the Company Partnership pursuant to Section 2.02(a) 8.2.1 and/or the Investor Group(s) Apollo Group pursuant to Section 2.02(b) 8.2.2 (each a "“Units Buyer"”), the purchase price shall be: (ia) in the case of a Termination Event specified in Section 2.02(a)(i8.2.1(a) or 2.02(a)(ii): (x) for Class A Units and Vested Units8.2.1(b), a price per Vested Unit equal to the most recently determined Fair Market ValueValue as of the repurchase date; provided, however that if a Management Limited Partner’s Services for the benefit of the Partnership and its Subsidiaries are terminated by the Management Limited Partner for any reason and it becomes known to the Partnership at any time that such Management Limited Partner could have been terminated for Cause, then the purchase price shall be equal to the lesser of (1) the Fair Market Value as of the repurchase date and (2) Cost; and (yb) for Unvested Unitsin the case of a Termination Event specified in Section 8.2.1(c), a price per Legacy Class A Unit equal to the lesser of (1) the most recently determined Fair Market Value as of the repurchase date and (2) Cost.)

Call Option. (a) If a Management Member's Services to At any time after the Company or any Subsidiary terminate for any third anniversary of the reasons set forth in clauses Closing until and including the fifth anniversary of the Closing (i), (ii) or (iii) below (each such event a the "Termination EventCall Period"), the Company C&D shall have the right (but not the obligation) to purchase from the ▇▇▇▇▇ Member, and the ▇▇▇▇▇ Member shall have the obligation to purchasesell to C&D, from time to time after such termination all (but not less than all) of Services (x) the ▇▇▇▇▇ Member's Interests in the case of any Unvested Unit, for a period of 120 days Company (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B)right, the "First Purchase DateCall Option"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable ) for an aggregate purchase price determined pursuant in accordance with paragraph (c) of this section. If C&D determines to Section 2.02(c): (i) if such Management Member's Service with the Company and exercise its Subsidiaries is terminated due Call Option, it shall deliver to the Disability or death ▇▇▇▇▇ Member a notice of such determination, which notice shall be binding and shall set forth the purchase price and other material terms of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceledproposed sale as C&D may determine. (b) If on At the 61st day following option of the ▇▇▇▇▇ Member, the purchase of the ▇▇▇▇▇ Member's Interests pursuant to exercise of the Call Option shall be structured so that C&D purchases the stock owned by ▇▇▇▇▇ Blockers Holdings of the ▇▇▇▇▇ Blockers. (xc) The purchase price for the ▇▇▇▇▇ Member's Interests (regardless of whether or not the structure described in paragraph (b) is utilized) in connection with the case of Class A Units, the date exercise of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units Call Option (the "Eligible UnitsCall Exercise Price") then held by such Management Member at a price per Unit shall be equal to fifty percent (50%) of the applicable purchase price Fair Market Value of the Company at the time notice of exercise of the Call Option is delivered (the "Exercise Date"), as determined pursuant to the valuation procedure described in Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased10.5 hereof; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other Call Exercise Price -------- payable by C&D shall be subject to the floors and coordinate caps set forth on Schedule IV attached hereto. (d) Following the exercise of rights such that the Call Option, the Members shall meet, exchange documents and do all Eligible Units are elected things necessary to be purchased. Upon receipt conclude the closing of the Investor Groups' respective notices, the Company will notify the Management Member sale of the Investor Group(s)' elections and ▇▇▇▇▇ Member's Interests to C&D as expeditiously as possible. The closing with respect to such sale shall occur at the Management Member will be obligated to sell New York offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at 10:00 a.m. on the thirtieth (x30th) to day (or if not a Business Day, on the Investor Groups making elections described in clauses (inext Business Day) and (ii) following the final determination of the preceding sentence, the number valuation of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer")10.5, the purchase price shall be: (i) in the case or as soon thereafter as possible upon receipt or waiver of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units all appropriate consents and Vested Units, a price per Unit equal approvals with respect to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Costtransaction.

Call Option. If either Company (athe ------------ "Calling Party") If a Management Member's Services wishes to transfer the Company Nuclear Plant or any Subsidiary terminate for any the operations, license or management of the reasons set forth in clauses (i)Nuclear Plant to a nuclear operating, (ii) management or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Unitsgenerating company, and the Nuclear Plant is eligible for and has --- received a bona fide offer from such a nuclear operating, management or generating company that is able to effect such a transfer on reasonable terms and conditions, and --- the other Company has not opted ("Selling Party") objects to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide such a transfer (which it must do within 30 days of receiving written notice from the Calling Party of its intent to effectuate such a transfer, then the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups Calling Party shall ---- have the right to purchase and such Management Member the Selling Party's Ownership Share at its Adjusted Book Value (which for this purpose shall include the Selling Party's share of the net, depreciated capitalized book value of Nuclear Plant capital investments made subsequent to Steam Generator Replacement), which purchase shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant subject to Section 2.02(c). The Investor Groups' rights 6.069 and shall close as soon as possible after the Calling Party notifies the Selling Party of its intent to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on exercise the 120th day following Call Option (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written which notice described above, each Investor Group desiring to purchase Units shall must be given within 45 60 days of receipt of the CompanySelling Party's notice provide written notice objection to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groupstransfer), (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, however, that if Power Company is the Investor Groups shallCalling Party, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected an objection to be purchased. Upon receipt of the Investor Groups' respective notices, the transfer by Service Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated shall also constitute "cause" for Power Company under Section 6.063 to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company give notice -------------- pursuant to Section 2.02(a6.066 (provided that such notice must ------------- be given within 60 days of receipt of Service Company's objection to the transfer) and/or to Service Company of its intent to require Service Company to purchase Power Company's Ownership Share pursuant to the Investor Group(s) terms, conditions and timelines for sales pursuant to the Cause Trigger set forth above, in which case Service Company shall have all the rights of a Receiving Company, including the right of election pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.------- 6.067. ----- 8