Common use of Conversion of Class B Common Stock Clause in Contracts

Conversion of Class B Common Stock. Effective upon the Charter Amendment Effective Time, by virtue of this Restated Certificate of Incorporation without any further action on the part of the Corporation, any stockholder of the Corporation or any other person, each share of Class B Common Stock outstanding as of the Charter Amendment Effective Time shall automatically be converted into one share of Class A Common Stock. Thereafter, the Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon conversion of the outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock that shall be issuable upon the conversion of all such outstanding shares of Class B Common Stock. Each share of Class B Common Stock shall be convertible by the holder thereof, at such holder’s option, into one share of Class A Common Stock at any time by written notice to the Corporation specifying the number of shares to be converted and the date for conversion. Upon transfer or purported transfer to any person other than a Permitted Holder, shares of Class B Common Stock shall automatically be converted into and become shares of Class A Common Stock. Shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided herein shall be retired and restored to the status of authorized but unissued shares of Class B Common Stock and be available for reissue by the Corporation to Permitted Holders in compliance with Article FOURTH Section (c)(2)b. Upon conversion of shares of Class B Common Stock into shares of Class A Common Stock, the certificate previously representing shares of Class B Common Stock shall represent shares of Class A Common Stock until a new certificate is issued pursuant hereto. As promptly as practicable after delivery of certificates previously representing shares of Class B Common Stock converted to shares of Class A Common Stock, the Corporation shall issue and deliver at such office or agency, to or upon the written order of the holder thereof, certificates for the number of shares of Class A Common Stock issuable upon such conversion. In the event any certificate representing shares of Class B Common Stock shall be surrendered for conversion of a part only of the shares represented thereby, the Corporation shall deliver at such office or agency, to or upon the written order of the holder thereof, a certificate or certificates for the number of shares of Class B Common Stock represented by such surrendered certificate which are not being converted. The issuance of certificates representing shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock by the registered holder thereof shall be made without charge to the converting holder for any tax imposed on the Corporation in respect of the issue thereof. The Corporation shall not, however, be required to pay any tax which may be payable with respect to any transfer involved in the issue and delivery of any certificate in a name other than that of the registered holder of the shares being converted, and the Corporation shall not be required to issue or deliver any such certificate unless and until the person requesting the issue thereof shall have paid to the Corporation the amount of such tax or has established to the satisfaction of the Corporation that such tax has been paid.

Conversion of Class B Common Stock. Effective Immediately upon the Charter Amendment Effective Timea B-1 Conversion Event (as defined below) with respect to a share of Series B-1 Common Stock, by virtue each such share of this Restated Certificate of Incorporation Series B-1 Common Stock then outstanding shall automatically, without any further action on the part of the Corporation, any stockholder of the Corporation record holder thereof or any other personperson (including the Corporation), each share convert into and become an equal number of Class B Common Stock outstanding as of the Charter Amendment Effective Time shall automatically be converted into one share of Class A Common Stock. Thereafter, the Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for which conversion shall be effective on the purpose Conversion Date with respect to a corresponding Series 1 RCU (each, as defined in the LLC Agreement) (such date, the “Series B-1 Conversion Date”) with respect to such shares of issuance Series B-1 Common Stock, and the holder of each such share of Series B-1 Common Stock shall become a record holder of Class A Common Stock as of such Series B-1 Conversion Date. Immediately upon conversion a B-2 Conversion Event (as defined below) with respect to a share of Series B-2 Common Stock, each such share of Series B-2 Common Stock then outstanding shall automatically, without any further action on the part of the record holder thereof or any other person (including the Corporation), convert into and become an equal number of shares of Class A Common Stock, which conversion shall be effective on the Conversion Date with respect to a corresponding Series 2 RCU (each, as defined in the LLC Agreement) (such date, the “Series B-2 Conversion Date”) with respect to such shares of Series B-2 Common Stock, and the holder of each such share of Series B-2 Common Stock shall become a record holder of Class A Common Stock as of such Series B-2 Conversion Date. Each outstanding stock certificate or book-entry credit, as applicable, that, immediately prior to a Conversion Event, represented one or more shares of Class B Common Stock shall, upon such Conversion Event, be automatically deemed to represent as of the Conversion Date an equal number of shares of Class A Common Stock, without the need for any surrender, exchange or registration thereof or any consent or notification, and on or promptly after the Conversion Date, if such shares are uncertificated, the Corporation or the transfer agent of the Corporation shall register such shares in book-entry form, reflecting that such holder is a record holder of Class A Common Stock as of the Conversion Date in respect of the relevant shares of Class B Common Stock, such number without the need for any surrender, exchange or registration thereof or any consent or notification. The Corporation, or any transfer agent of shares of Class A Common Stock that shall be issuable the Corporation, shall, upon the conversion request on or after the Conversion Date of all such outstanding shares of Class B Common Stock. Each share of Class B Common Stock shall be convertible by the any holder thereof, at such holder’s option, into one share of Class A Common Stock at any time by written notice to the Corporation specifying the number of shares to be converted and the date for conversion. Upon transfer or purported transfer to any person other than a Permitted Holder, whose shares of Class B Common Stock shall automatically be converted into and become shares of Class A Common Stock. Shares of Class B Common Stock that are have been converted into shares of Class A Common Stock as provided herein shall be retired a result of a Conversion Event and restored upon surrender by such holder to the status Corporation of authorized but unissued the outstanding certificate(s) formerly representing such holder’s shares of Class B Common Stock (if any), issue and be available for reissue by deliver to such holder certificate(s) representing the Corporation to Permitted Holders in compliance with Article FOURTH Section (c)(2)b. Upon conversion shares of Class A Common Stock into which such holder’s shares of Class B Common Stock into were converted as a result of such Conversion Event (if such shares are certificated). Upon the occurrence of a Conversion Event with respect to a share of Class A B Common Stock, the certificate previously representing shares Dividend Catch-Up Payment (as defined below) in respect of such share of Class B Common Stock shall represent shares become payable as of the Conversion Date with respect to such share of Series B Common Stock by the Corporation to the holder of record of such share of Class B Common Stock as of the day immediately prior to such Conversion Date, and shall be paid in accordance with this Section 4.3(D). The Corporation shall pay, no later than five (5) Business Days (as defined in the LLC Agreement) following the Conversion Date with respect to a share of Class B Common Stock for which a Conversion Event has occurred, the dividends previously declared in respect of such share of Class B Common Stock beginning at the time of the Closing and ending on the day before the Conversion Date with respect to such Class B Common Stock (“Dividend Catch-Up Period”), but not including dividends declared on the Conversion Date (which amount, excluding any amounts declared on the Conversion Date, shall be, for the avoidance of doubt, the aggregate per share amount of dividends declared in respect of a share of Class A Common Stock until during the Dividend Catch-Up Period (each such payment, a new certificate is issued pursuant hereto“Dividend Catch-Up Payment”)). As promptly as practicable after delivery If any portion of certificates previously representing shares of Class B Common Stock converted to shares of Class A Common Stock, a Dividend Catch-Up Payment was declared by the Corporation as an in-kind dividend (which, for the avoidance of doubt, for purposes of this Certificate of Incorporation, shall issue and deliver at not include any transaction subject to Section 4.3(G) hereof), then such office or agencyportion of the Dividend Catch-Up Payment shall also be paid as an in-kind dividend; provided, however, to or upon the written order extent the Corporation received cash in lieu of the in-kind distributions in respect of its Common Units held in the Company which were declared substantially concurrently with such in-kind dividend by the Corporation comprising a portion of the Dividend Catch-Up Payment, then such equivalent portion of the Dividend Catch-Up Payment shall be paid in cash in lieu of such in-kind dividend and such holder thereof, certificates for the number of shares of Class A Common Stock issuable upon such conversion. In the event any certificate representing shares of Class B Common Stock shall be surrendered treated for conversion all purposes as if it received the in-kind distribution of property, which is then immediately exchanged by such holder for cash of equivalent value. If a dividend is declared by the Corporation on a Conversion Date, such dividend shall be paid to the holder of each share of Class B Common Stock converting on such Conversion Date as a holder of Class A Common Stock, and not as part only of the shares represented therebyDividend Catch-Up Payment, and the Corporation shall deliver at such office or agency, to or upon ensure that the written order holder of the holder thereof, a certificate or certificates for the number of applicable shares of Class B Common Stock represented by on such surrendered certificate which are not being converted. The issuance of certificates representing shares Conversion Date shall be treated as a record holder of Class A Common Stock issuable upon the conversion (in respect of shares each share of Class B Common Stock by which converted into a share of Class A Common Stock in accordance with this Section 4.3(D) on such Conversion Date) for purposes of such dividend. For purposes of this Certificate of Incorporation, (i) “B-1 Conversion Event” means (a) the registered holder thereof shall be made without charge to occurrence of a VWAP 1 Vesting Event (as such term is defined in the converting holder for any tax imposed on LLC Agreement, (b) the Corporation occurrence of (i) a Continuing Member COC (as such term is defined in respect of the issue thereof. The Corporation shall notLLC Agreement), however, be required to pay any tax which may be payable with respect to any transfer involved Series B-1 Common Stock held by any Person other than the Sponsor (or its Affiliates) or those certain independent directors of PubCo as of immediately prior to the date hereof who hold shares of Series B-1 Common Stock, or (ii) a Sponsor COC (as such term is defined in the issue and delivery of LLC Agreement), with respect to any certificate in a name other than that of Series B-1 Common Stock held by the registered holder of the shares being converted, and the Corporation shall not be required to issue Sponsor (or deliver any such certificate unless and until the person requesting the issue thereof shall have paid to the Corporation the amount of such tax its Affiliates) or has established to the satisfaction those certain independent directors of the Corporation as of immediately prior to the date hereof who hold shares of Series B-1 Common Stock, or (c) a Liquidating Event (as such term is defined in the LLC Agreement) pursuant to which each share of Class A Common Stock would be entitled to at least $13.50 per share (taking into account the conversion of each share of Series B-1 Common Stock to a share of Class A Common Stock); provided, however, that the reference to $13.50 shall be decreased by the aggregate per share amount of dividends actually paid in respect of a share of Class A Common Stock between the date hereof and the date of such tax has been paidLiquidating Event., (ii) a “B-2 Conversion Event” means a Series 2 Vesting Event (as such term is defined in the LLC Agreement) and (iii) a “Conversion Event” means a B-1 Conversion Event or a B-2 Conversion Event, as appropriate.

Conversion of Class B Common Stock. Effective upon the Charter Amendment Effective Time, by virtue of this Restated Certificate of Incorporation without any further action on the part of the Corporation, any stockholder of the Corporation or any other person, each share of Class B Common Stock outstanding as of the Charter Amendment Effective Time shall automatically be converted into one share of Class A Common Stock. Thereafter, the Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon conversion of the All outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock that shall be issuable upon the conversion of all such outstanding shares of Class B Common Stock. Each share of Class CLASS B Common Stock shall be convertible by at all times, at the election of the holder thereof, at such holder’s option, into one share an equal number of Class fully paid and non assessable shares of CLASS A Common Stock at any time by delivery of written notice by the holder of such shares of CLASS B Common Stock to the Corporation specifying Corporation, or its transfer agent, together with the certificate (s) representing the shares to be converted. Thereupon, the Corporation, or its transfer agent, as the case may be, shall exchange such certificate(s) for a certificate or certificate(s) representing an equal number of shares to be converted and the date for conversion. Upon transfer or purported transfer to any person other than a Permitted Holder, shares of Class B Common Stock shall automatically be converted into and become shares of Class CLASS A Common Stock. Shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided herein shall be retired and restored to the status of authorized but unissued shares of Class B Common Stock and be available for reissue by the Corporation to Permitted Holders in compliance with Article FOURTH Section (c)(2)b. Upon conversion of shares of Class B Common Stock into shares of Class A Common Stock, the certificate previously representing shares of Class CLASS B Common Stock shall represent be deemed to have been converted immediately prior to the close of business on the day upon which the Corporation, or its transfer agent, received such shares of Class A Common Stock until a new certificate is issued pursuant heretofor conversion. As promptly as practicable after delivery of certificates previously representing shares of Class B Common Stock converted The person entitled to shares of Class A Common Stock, receive the Corporation shall issue and deliver at such office or agency, to or upon the written order of the holder thereof, certificates for the number of shares of Class CLASS A Common Stock issuable upon such conversionconversion shall be treated for all purposes as the record holder of such CLASS A Common Stock at such time. In Thereafter, the event any certificate representing shares of Class CLASS B Common Stock so conveyed shall be surrendered for conversion authorized and unissued shares of a part only CLASS B Common Stock of the Corporation. With respect to any shares of CLASS B Common Stock converted into CLASS A Common Stock, until surrender as provided herein, each outstanding certificate, which prior to such conversion represented therebyshares of CLASS B Common Stock, the Corporation shall deliver at such office or agency, be deemed for all purposes to or upon the written order evidence ownership of the holder thereof, a certificate or certificates for the number of shares of Class CLASS B Common Stock represented by such surrendered notwithstanding the conversion election. Upon surrender to the Corporation, or its transfer agent, for cancellation of the certificate which are not being converted. The issuance of or certificates representing such shares of Class A Common Stock issuable upon the conversion of shares of Class CLASS B Common Stock by Stock, the registered holder thereof shall be made without charge entitled to receive a certificate or certificates representing the converting number of shares of CLASS A Common Stock to which such holder for any tax imposed on the Corporation in respect of the issue thereof. The Corporation shall not, however, be required to pay any tax which may be payable with respect to any transfer involved in the issue and delivery of any certificate in a name other than that of the registered holder of the shares being converted, and the Corporation shall not be required to issue or deliver any such certificate unless and until the person requesting the issue thereof shall have paid to the Corporation the amount of such tax or has established to the satisfaction of the Corporation that such tax has been paidis entitled.