Common use of Elective Exchanges Clause in Contracts

Elective Exchanges. (A) Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of the Partnership Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units in at least the Minimum Exchangeable Amount (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership Agreement) to the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) A Partnership Unitholder shall exercise its right to an Elective Exchange by delivering to the Partnership, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the Partnership and the Company, respectively, a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective Exchange Notice”), duly executed by such Partnership Unitholder. (C) A Partnership Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change of control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and (B) the number of Exchangeable Units as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject to Section 2.1(c), and otherwise upon Upon the terms and subject to the conditions hereof and of the Partnership this Agreement, each Partnership in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have the right from time to time (but subject to the surrendered, Class B Units and/or Class C Holder RestrictionNon-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) to surrender Exchangeable Units in at least the Minimum Exchangeable Amount or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictionsthe like) in consideration for, except for those arising under this Agreementat the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Policies Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Partnership Agreement) to Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) Class A Partnership Unitholder shall exercise its right to an Elective Exchange by delivering to the PartnershipCommon Stock, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the Partnership and Corporation) the Company, respectively, a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective Exchange Notice”), duly executed by such Partnership Unitholder. (C) A Partnership Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change of control transaction or otherwise) number of shares of Class A Common Stock or any mergerdeliverable upon such Exchange, consolidation or other business combination. The termination of a transaction or event specified registered in the preceding sentencename of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding Unitholder), prior to in certificated or uncertificated form, as may be requested by the consummation thereofexchanging Holding Unitholder, shall terminate all or (ii) if the Class A Common Stock is settled through the facilities of The Depository Trust Company, upon the written instruction of the exchanging Partnership Unitholder’sHolding Unitholder set forth in the Exchange Notice, Partnership’s and use its reasonable best efforts to deliver the shares of Class A Common Stock deliverable to such exchanging Holding Unitholder in the Exchange through the facilities of The Depository Trust Company’s rights and obligations under , to the account of the participant of The Depository Trust Company designated by such exchanging Holding Unitholder in the Exchange Notice. An Exchange pursuant to this Section 2.1(a)(i) arising from that particular Elective Exchange Noticeof Class B Units or Class C Non-Voting Units for Class A Common Stock will be deemed to have been effected immediately prior to the close of business on the Date of Exchange, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall Holding Unitholder will be deemed rescindedtreated as a holder of record of Class A Common Stock as of the close of business on such Date of Exchange. (Dii) After Following the Elective Exchange Notice has been delivered to exercise of the Partnership, and unless such Partnership Unitholder timely has delivered Warrant by a Retraction Notice pursuant to Section 1.1(a)(i)(E) Holder which is not Fifth Third Bank or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i)an Affiliate of Fifth Third Bank, the Partnership will effect the Elective Exchange issuance by Holding of Class C Non-Voting Units to such Holder upon exercise thereof in accordance with the Policies Warrant and inform the Partnership Unitholder of the effective date joinder of such Elective Holder to this Agreement pursuant to Section 4.1, such Class C Non-Voting Units shall be exchanged immediately pursuant to a Permitted Exchange (the “Elective Exchange Date”Event in accordance with Section 2.1(a)(i). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and (B) the number of Exchangeable Units as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject Each Class A Unitholder shall be entitled, at any time and from time to Section 2.1(c)time, and otherwise upon the terms and subject to the conditions hereof hereof, to surrender Combined Units (with the Class A Common Units surrendered to the Company, and the corresponding Noneconomic Stock surrendered to the Public Offering Entity) in exchange for the delivery by the Company to the exchanging Class A Unitholder of, at the option of the Partnership AgreementPublic Offering Entity (as determined solely by a majority of its directors who are disinterested), each Partnership Unitholder shall have the right from time to time (but subject A) a number of shares of Class A Common Stock that is equal to the product of the number of Combined Units surrendered multiplied by the Exchange Rate (a “Share Settlement”), which such shares of Class C Holder Restriction) to surrender Exchangeable Units in at least A Common Stock may be contributed by the Minimum Exchangeable Amount (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership Agreement) Public Offering Entity to the Partnership Company in exchange for Class A Common Units, or (B) an amount of cash equal to the Fair Market Value of such shares net of any underwriters’ discounts, commissions and to thereby cause brokers’ fees that would be payable in connection with the Partnership to deliver to that Partnership Unitholder registration and sale of such shares in a registered offering, as reasonably determined by the Board (a “Cash Settlement,” and any such exchange of Combined Units for Class A Common Stock or its designee) the Exchange Consideration as set forth herein (cash, an “Elective Exchange”); provided that any such Exchange is for a minimum of the lower of (i) 5,000 Combined Units, (ii) such other number of Combined Units as may be determined by the Board with respect to any particular Exchange, and (iii) all of the Combined Units held by such Class A Unitholder. Unless otherwise required by applicable law, except in the case of a Cash Settlement that is not funded, directly or indirectly, by the Public Offering Entity, the parties hereto acknowledge and agree that any Exchange shall be treated as a direct exchange of the Combined Units between the Public Offering Entity and the Class A Unitholder participating in the Exchange for U.S. federal and applicable state and local income tax purposes. (Bii) A Partnership Class A Unitholder shall exercise its right to an Elective Exchange Combined Units as set forth in Section 9.9(a)(i) by delivering to (I) the PartnershipPublic Offering Entity, (A) a written election of exchange in respect of the Combined Units to be Exchanged (an “Exchange Notice”), duly executed by such Class A Unitholder, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the Partnership Public Offering Entity, (B) any certificate(s) representing the Noneconomic Stock included in such Combined Units, and (C) if the Public Offering Entity requires the delivery of the certification contemplated by Section 9.12(b), such certification, or written notice from such Class A Unitholder that it is unable to provide such certification, and (II) the Company, respectivelythe Class A Common Units included in such Combined Units (including, a written election in each case, any certificates representing the underlying Class A Common Units and any stock certificates representing the underlying shares of exchange Noneconomic Stock in respect each case issued to such Class A Unitholder according to the books and records of the Exchangeable Units to be exchanged substantially in Company and the form of Exhibit Public Offering Entity, respectively); provided, that if any such certificate has been lost, then the exchanging Class A hereto (an “Elective Exchange Notice”), duly executed by such Partnership Unitholder. (C) A Partnership Unitholder may specifydeliver, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence lieu of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offersuch certificate, an underwritten offeringaffidavit of lost certificate. Upon a Class A Unitholder exercising its right to Exchange, block trade, change of control transaction or otherwise) of the Company and the Public Offering Entity shall take such actions as may be required to ensure that such Class A Unitholder receives the shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified cash that such exchanging Class A Unitholder is entitled to receive in the preceding sentence, prior connection with such Exchange pursuant to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i9.9(a). If an exchanging Class A Unitholder receives the shares of Class A Common Stock or cash that it is entitled to receive in connection with an Exchange pursuant to this Section 9.9(a) arising from the Company pursuant to this Section 9.9(a)(ii), then the Class A Unitholder shall have no further right to receive shares of Class A Common Stock or cash in connection with that particular Elective Exchange NoticeExchange, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice Company shall be deemed rescinded. (D) After to have satisfied its obligations under the Elective second sentence of this Section 9.9(a)(ii). An Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to this Section 1.1(a)(i)(E9.9(a) or the Partnership has refused shall be deemed to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, have been effected on the Business Day immediately prior following the earliest Business Day as of which the Public Offering Entity and the Company have received the items specified in clauses (I) through (II) of the first sentence of this Section 9.9(a)(ii) (such Business Day, the “Exchange Date”). Subject to the applicable Elective rights of Class A Unitholders to revoke an Exchange Date (the “Retraction Deadline”Notice in accordance with Section 9.9(a)(iii), on the Exchange Date, all rights of the exchanging Class A Unitholder as a Partnership holder of the Combined Units that are subject to the Exchange shall cease, and, in the case of a Share Settlement, such Class A Unitholder may withdraw or amend shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Class A Unitholder in respect of such Exchange. (iii) If, following its Elective receipt of an Exchange Notice, the Public Offering Entity is unable to deliver to the Class A Unitholder requesting such Exchange shares of Class A Common Stock that are covered under an effective registration statement under the Securities Act or that are otherwise freely tradeable or sellable by such Class A Unitholder, then the Public Offering Entity shall notify the requesting Class A Unitholder in whole or in partwriting of that fact, and such Class A Unitholder may, by giving written notice at any time prior to the Retraction Deadline Company and the Public Offering Entity, revoke its Exchange Notice requesting such Exchange, whereupon the Exchange shall be terminated, the Combined Units so requested to be included in such Exchange shall be reinstated in the name of such holder, and any shares of Class A Common Stock issued to such holder as a result of such Exchange shall be cancelled. (iv) Notwithstanding anything to the contrary in this Section 9.9, the Public Offering Entity (as determined solely by a majority of its directors who are disinterested) may, in its sole and absolute discretion, elect to effect on the Exchange Date the exchange of Combined Units for the Share Settlement or the Cash Settlement, as the case may be, through a direct exchange of such Combined Units and the Share Settlement or the Cash Settlement, as applicable, between the applicable Class A Unitholder and the Public Offering Entity (a “Retraction NoticeDirect Exchange”) ). Upon such Direct Exchange pursuant to this Section 9.9(a)(iv), the Partnership (with a copy to Public Offering Entity shall acquire the Company) specifying (A) the number of withdrawn Exchangeable Combined Units and (B) the number of Exchangeable Units as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescindedtreated for all purposes of this Agreement as the owner of such Combined Units.

Elective Exchanges. (Ai) Subject to Section 2.1(c)From and after the First Exchange Time, and otherwise each Member shall be entitled, upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units in at least and, if such Member also holds Class B Common Stock, a corresponding number of shares of Class B Common Stock after taking into account the Minimum Exchangeable Amount Exchange Rate (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership AgreementLiens) to the Partnership and Corporation in exchange for the delivery to thereby cause the Partnership to deliver to that Partnership Unitholder such Member (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Consideration Rate or (y) the applicable Cash Payment. Any exchange of Exchangeable Units and, if applicable, Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member may Exchange Class A Common Units at any time and from time to time, but a Member may not Exchange Class B Common Units more than once per fiscal quarter without the prior consent of the Corporation. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any Member shall be the lesser of (A) 20,000 (twenty thousand) and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth herein in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an “Elective Exchange”exemption from the registration requirements thereof), (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Corporation’s interest in the Company so acquired, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Corporation, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Corporation, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (Biii) A Partnership Unitholder Member shall exercise its right to effectuate an Elective Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership and the Companyhours, respectively, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A B hereto (an “Elective Exchange Notice”), duly executed by such Partnership UnitholderMember, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. Unless such Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (Civ) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Partnership Unitholder Member may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (Evi) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Member may withdraw or amend its Exchange Notice and Notice, in whole or in part, at any time prior to 5:00 p.m.p.m. Phoenix, New York City Arizona time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership Company (with a copy to the CompanyCorporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Elective Exchange Notice remains in effect. The timely delivery of , if any, and (C) if the Member so determines, a Retraction Notice indicating an entire withdrawal of new Exchange Date or any other new or revised information permitted in the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject to Section 2.1(c)Each Member shall be entitled, and otherwise upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units in at least and a corresponding number of shares of Class B Common Stock after taking into account the Minimum Exchangeable Amount Exchange Rate (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership AgreementLiens) to Pubco in exchange for the Partnership and delivery to thereby cause the Partnership to deliver to that Partnership Unitholder such Member (or its designee) of either, at the option of Pubco, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Consideration Rate or (y) the applicable Cash Payment. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), a Member may Exchange Common Units at any time and from time to time, but a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any Member shall be the lesser of (A) 10,000 and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth herein in this Section 2.1(a), and Pubco shall have the right to refuse to honor any request for such an Exchange, if at any time Pubco determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an “Elective Exchange”exemption from the registration requirements thereof), (2) would not be permitted under any agreement with Pubco or any of its Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, Pubco shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (Biii) A Partnership Unitholder Member shall exercise its right to effectuate an Elective Exchange of Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to Pubco and the Partnership, with a contemporaneous copy delivered to the Company, in each case Company during normal business hours at the principal executive offices of the Partnership and the Companyhours, respectively, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A B hereto (an “Elective Exchange Notice”), duly executed by such Partnership UnitholderMember, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class B Common Stock and (D) if Pubco or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. An Exchange pursuant to this Section 2.1(a) shall be effected on the second Business Day following the Business Day on which Pubco shall have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless Pubco has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (Civ) Within two (2) Business Days following the Business Day on which Pubco has received the Exchange Notice, Pubco shall give written notice (the “Contribution Notice”) to the exchanging Member of its intended settlement method; provided that if Pubco does not timely deliver a Contribution Notice, Pubco shall be deemed to have not elected the Cash Payment method. (v) A Partnership Unitholder Member may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (Dvi) After the Elective Exchange Notice has been delivered Notwithstanding anything to the Partnershipcontrary herein, and unless such Partnership Unitholder timely has delivered a Retraction Notice the settlement method with respect to an Exchange by the Company pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder 7.1 of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to LLC Agreement shall be the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and (B) the number of Exchangeable Units as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescindedCash Payment.

Elective Exchanges. (Ai) Subject to Section 2.1(c)From and after the First Exchange Time, and otherwise the Member shall be entitled, upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units in at least and a corresponding number of shares of Class B Common Stock after taking into account the Minimum Exchangeable Amount Exchange Rate (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership AgreementLiens) to the Partnership and Company in exchange for the delivery to thereby cause the Partnership to deliver to that Partnership Unitholder Member (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Exchanged Unit Amount multiplied by the Exchange Consideration Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. The Corporation shall be entitled, at its election, to instead effect a direct exchange with the Member in lieu of the exchange between the Company and the Member described in the preceding sentence. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as set forth applicable, is defined herein (as an “Elective Exchange”.” Subject to Section 2.1(a)(ii), after the First Exchange Time the Member may Exchange Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the applicable Cash Payment. For the avoidance of doubt, the Company (or the Corporation) shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation (or the cash retained by the Corporation, in the case of a direct exchange) from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (Bii) A Partnership Unitholder Notwithstanding anything to the contrary contained herein, the Member shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof) or (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the Member is party (including, without limitation, the LLC Agreement). Upon such determination, the Corporation or the Company (as applicable) shall notify the Member, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) The Member shall exercise its right to effectuate an Elective Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, as set forth in this Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership and the Companyhours, respectively, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A B hereto (an “Elective Exchange Notice”), duly executed by the Member, (B) any certificates in the Member’s possession representing such Partnership UnitholderExchangeable Units, (C) any stock certificates in the Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from the Member that it is unable to provide such certification. Unless the Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by the Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, the Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Member in respect of such Exchange. (Civ) A Partnership Unitholder Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) The Member may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (Evi) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Member may withdraw or amend its Exchange Notice and Notice, in whole or in part, at any time prior to 5:00 p.m.p.m. Folsom, New York City California time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership Company (with a copy to the CompanyCorporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Elective Exchange Notice remains in effect. The timely delivery of , if any, and (C) if the Member so determines, a Retraction Notice indicating an entire withdrawal of new Exchange Date or any other new or revised information permitted in the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject to Section 2.1(c)From and after the First Exchange Time, and otherwise the Member shall be entitled, upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units in at least and a corresponding number of shares of Class B Common Stock after taking into account the Minimum Exchangeable Amount Exchange Rate (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership AgreementLiens) to the Partnership and Corporation in exchange for the delivery to thereby cause the Partnership to deliver to that Partnership Unitholder Member (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Exchanged Unit Amount multiplied by the Exchange Consideration Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as set forth applicable, is defined herein (as an “Elective Exchange”.” Subject to Section 2.1(a)(ii), after the First Exchange Time the Member may Exchange Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or (b)Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Payment. For the avoidance of doubt, the Company shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (Bii) A Partnership Unitholder Notwithstanding anything to the contrary contained herein, the Member shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof) or (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the Member is party (including, without limitation, the LLC Agreement). Upon such determination, the Corporation or the Company (as applicable) shall notify the Member, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) The Member shall exercise its right to effectuate an Elective Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, as set forth in this Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership and the Companyhours, respectively, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A B hereto (an “Elective Exchange Notice”), duly executed by the Member, (B) any certificates in the Member’s possession representing such Partnership UnitholderExchangeable Units, (C) any stock certificates in the Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from the Member that it is unable to provide such certification. Unless the Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by the Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, the Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Member in respect of such Exchange. (Civ) A Partnership Unitholder Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) The Member may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (Evi) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Member may withdraw or amend its Exchange Notice and Notice, in whole or in part, at any time prior to 5:00 p.m.p.m. San Diego, New York City California time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership Company (with a copy to the CompanyCorporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Elective Exchange Notice remains in effect. The timely delivery of , if any, and (C) if the Member so determines, a Retraction Notice indicating an entire withdrawal of new Exchange Date or any other new or revised information permitted in the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject to Section 2.1(c)From and after the First Exchange Time, and otherwise each Member shall be entitled, upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units in at least and, if such Member also holds Class V Common Stock, a corresponding number of shares of Class V Common Stock after taking into account the Minimum Exchangeable Amount Exchange Rate (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership AgreementLiens) to the Partnership and Company in exchange for the delivery to thereby cause the Partnership to deliver to that Partnership Unitholder such Member (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Consideration Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment; provided, however, that the Corporation’s election to effect a Cash Payment shall be approved by a majority of the Disinterested Directors or a committee of Disinterested Directors. The Corporation shall be entitled, at its election to instead effect a direct exchange with such Member in lieu of the exchange between the Company and the Member described in the preceding sentence. Any exchange of Exchangeable Units and, if applicable, Class V Common Stock for Class A Common Stock or the Cash Payment, as set forth applicable, is defined herein (as an “Elective Exchange”.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member may Exchange Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the applicable Cash Payment. For the avoidance of doubt, the Company (or the Corporation) shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation (or the cash retained by the Corporation, in the case of a direct exchange) from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (Bii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class V Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), or (3) solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their Subsidiaries, would not be permitted under any written policy of the Corporation, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Partnership Unitholder Member shall exercise its right to effectuate an Elective Exchange of Exchangeable Units, and a corresponding number of shares of Class V Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership and the Companyhours, respectively, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective Exchange Notice”), duly executed by such Partnership UnitholderMember, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class V Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. Unless such Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Corporation and the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class V Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (Civ) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Partnership Unitholder Member may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (Evi) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Member may withdraw or amend its Exchange Notice and Notice, in whole or in part, at any time prior to 5:00 p.m.p.m. Coral Gables, New York City Florida time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership Company (with a copy to the CompanyCorporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class V Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class V Common Stock after taking into account the Exchange Rate) as to which the Elective Exchange Notice remains in effect. The timely delivery of , if any, and (C) if the Member so determines, a Retraction Notice indicating an entire withdrawal of new Exchange Date or any other new or revised information permitted in the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (A) Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of the Partnership Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Senior and Sunset Holder Restriction, in the case of the Senior Holders or Sunset Holders, as applicable) to surrender Exchangeable Units in at least the Minimum Exchangeable Amount Amount, along with the corresponding shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies Agreement and the Partnership Agreement) to the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) A Partnership Unitholder shall exercise its right to an Elective Exchange by delivering to the Partnership, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the Partnership and the Company, respectively, a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective Exchange Notice”), duly executed by such Partnership UnitholderUnitholder and the Certificates . (C) A Partnership Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change of control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has and corresponding Certificates have been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E2.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and the corresponding number of shares of Class B Common Stock and (B) the number of Exchangeable Units and the corresponding number of shares of Class B Common Stock as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (A) Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of the Partnership Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C D Holder Restriction) to surrender Exchangeable Units in at least the Minimum Exchangeable Amount (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership Agreement) to the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) A Partnership Unitholder shall exercise its right to an Elective Exchange by delivering to the Partnership, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the Partnership and the Company, respectively, a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective Exchange Notice”), duly executed by such Partnership Unitholder. (C) A Partnership Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change of control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and (B) the number of Exchangeable Units as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (A) Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of the Partnership Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Senior and Sunset Holder Restriction, in the case of the Senior Holders or Sunset Holders, as applicable) to surrender Exchangeable Units in at least the Minimum Exchangeable Amount Amount, along with the corresponding shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies Agreement and the Partnership Agreement) to the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) A Partnership Unitholder shall exercise its right to an Elective Exchange by delivering to the Partnership, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the Partnership and the Company, respectively, a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective Exchange Notice”), duly executed by such Partnership UnitholderUnitholder and the Certificates. (C) A Partnership Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change of control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has and corresponding Certificates have been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and the corresponding number of shares of Class B Common Stock and (B) the number of Exchangeable Units and the corresponding number of shares of Class B Common Stock as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject to Section 2.1(c)From and after the First Exchange Time, and otherwise each Member shall be entitled, upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units in at least and, if such Member also holds Class B Common Stock, a corresponding number of shares of Class B Common Stock after taking into account the Minimum Exchangeable Amount Exchange Rate (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership AgreementLiens) to the Partnership and Corporation in exchange for the delivery to thereby cause the Partnership to deliver to that Partnership Unitholder such Member (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Consideration Rate or (y) the applicable Cash Payment. Any exchange of Exchangeable Units and, if applicable, Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member may Exchange Class A Common Units at any time and from time to time, but a Member may not Exchange Class B Common Units more than once per fiscal quarter without the prior consent of the Corporation. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any Member shall be the lesser of (A) 20,000 (twenty thousand) and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth herein in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an “Elective Exchange”exemption from the registration requirements thereof), (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Corporation’s interest in the Company so acquired, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Corporation, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Corporation, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (Biii) A Partnership Unitholder Member shall exercise its right to effectuate an Elective Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership and the Companyhours, respectively, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective Exchange Notice”), duly executed by such Partnership UnitholderMember, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. Unless such Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (Civ) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Partnership Unitholder Member may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (Evi) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Member may withdraw or amend its Exchange Notice and Notice, in whole or in part, at any time prior to 5:00 p.m.p.m. Phoenix, New York City Arizona time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership Company (with a copy to the CompanyCorporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Elective Exchange Notice remains in effect. The timely delivery of , if any, and (C) if the Member so determines, a Retraction Notice indicating an entire withdrawal of new Exchange Date or any other new or revised information permitted in the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (A) Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership LLC Unitholder shall have the right at any time and from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units in at least the Minimum Exchangeable Amount (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies LLC Agreement and the Partnership Agreementapplicable federal and state securities laws) to the Partnership LLC (or at the Company’s request, the Company) and to thereby cause the Partnership LLC or the Company, as applicable, to deliver to that Partnership LLC Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) A Partnership An LLC Unitholder shall exercise its right to an Elective Exchange by delivering to the PartnershipLLC, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the Partnership LLC and the Company, respectively, a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective Exchange Notice”), duly executed by such Partnership LLC Unitholder, specifying the number of Exchangeable Units to be exchanged and the applicable Exchange Date, which shall be no earlier than eight (8) Business Days after delivery of the Elective Exchange Notice (the “Elective Exchange Date”). (C) A Partnership An LLC Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change of control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership LLC Unitholder’s, PartnershipLLC’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange NoticeNotice if it is determined by the electing party that the contingency has not been satisfied, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the PartnershipCompany and the LLC, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has Company and the LLC have refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership Company or the LLC will, within five (5) Business Days of receiving the Elective Exchange Notice, inform the LLC Unitholder of the aggregate amount of the Tax Distribution Repayment to be paid in connection with the Elective Exchange. Upon the LLC Unitholder’s payment of such aggregate Tax Distribution Repayment in cash to the LLC, the Company or LLC will effect the Elective Exchange in accordance with on the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). If such aggregate Tax Distribution Repayment has not been paid on or before two Business Days prior to the Elective Exchange Date, then the Company or LLC shall proceed with effecting the Elective Exchange on the Elective Exchange Date and shall reduce the number of shares of Class A Common Stock to be issued to the LLC Unitholder by a number of shares equal to such aggregate Tax Distribution Repayment divided by the Cash Exchange Five Day VWAP, rounded up to the next whole share. (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of An LLC Unitholder may revoke an Elective Exchange Notice and prior for any reason or no reason by delivering written notice of such revocation to 5:00 p.m., New York City time, on the Company at least one Business Day immediately prior to the applicable Elective Exchange Date being consummated; provided, that no Exchange may be revoked if the total value of such Exchange (i.e., the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, dollar amount obtained by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and (B) multiplying the number of Exchangeable Units as to which the be exchanged pursuant to such Elective Exchange Notice remains in effect. The timely delivery by the closing price of a Retraction Notice indicating an entire withdrawal share of Class A Common Stock as of the Elective Exchange Notice shall terminate all end of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(iTrading Day immediately preceding the date such revocation notice is delivered) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescindedis less than $500,000.

Elective Exchanges. (Ai) Subject to Section 2.1(c2.1(b), and otherwise upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Company Unitholder shall have the right from time to time (but subject to the Class C Holder Senior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units in at least the Minimum Exchangeable Amount Units, and, for each Company Class B Unit surrendered, a corresponding share of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies Agreement and the Partnership LLC Agreement) to the Partnership Company and to thereby cause the Partnership Company to deliver to that Partnership Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Partnership Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading market in the Company's Common Stock as determined by the Board (or a committee thereof to which the Board has delegated such authority) in its sole discretion. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines, after consultation with counsel, that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Elective Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership Company and the CompanyCorporation, respectively, , (A) a written election of exchange in respect of the Company Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective “ Exchange NoticeNotice ”), duly executed by such Partnership Company Unitholder, (B) any certificates in such Company Unitholder’s possession representing such Company Exchangeable Units, (C) if applicable, any stock certificates in such Company Unitholder’s possession representing the shares of Class B Common Stock required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents or instruments as either the Company or the Corporation may reasonably require in connection with the Exchange. If any certificate referenced in clause (B) or (C) of the immediately preceding sentence is alleged to be lost, stolen or destroyed, the Company Unitholder shall furnish, in lieu thereof, an affidavit of loss and, if required by the Company or the Corporation, an indemnity in a customary amount to indemnify the Company or the Corporation, as applicable, against any claim that may be made against it on account of the alleged loss, theft or destruction of such certificate. After the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii) , the Company will effect the Exchange in accordance with its then-current policies and inform the Company Unitholder of the effective date of such Exchange (the “ Exchange Date ”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (Civ) A Partnership At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed not to have elected the Cash Settlement method. (v) Notwithstanding anything herein to the contrary, (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and (B) the number of Exchangeable Units as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Elective Exchange Notice shall pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the consummation thereof, shall, in either case, terminate all of the exchanging Partnership Company Unitholder’s, PartnershipCompany’s and CompanyCorporation’s rights and obligations under this Section 2.1(a)(i2.1(a) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject to Section 2.1(c)) , and otherwise upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Company Unitholder shall have the right from time to time (but subject to the Class C Holder Senior Unitholder Restriction, in the case of Senior Unitholders) to surrender Company Exchangeable Units in at least the Minimum Exchangeable Amount Units, and, for each Company Class B Unit surrendered, a corresponding share of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies Agreement and the Partnership LLC Agreement) to the Partnership Company and to thereby cause the Partnership Company to deliver to that Partnership Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange“ Exchange ”). (ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Partnership Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established, or that, if effected, would adversely affect the trading market in the Company's Common Stock. In particular, a Company Unitholder shall not be entitled to an Exchange, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines based on the advice of counsel that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (iii) A Company Unitholder shall exercise its right to an Elective Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership Company and the CompanyCorporation, respectively, (A) a written election of exchange in respect of the Company Exchangeable Units to be exchanged [Signature Page to Exchange Agreement] substantially in the form of Exhibit A hereto (an “Elective “ Exchange NoticeNotice ”), duly executed by such Partnership Company Unitholder, (B) any certificates in such Company Unitholder’s possession representing such Company Exchangeable Units, (C) if applicable, any stock certificates in such Company Unitholder’s possession representing the shares of Class B Common Stock required to be surrendered in connection with an Exchange of Class B Units, and (D) such other information, documents or instruments as either the Company or the Corporation may reasonably require in connection with the Exchange. After the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) have been delivered to the Company, and unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(v) or the Company has refused to honor the request in full pursuant to Section 2.1(a)(ii) , the Company will effect the Exchange in accordance with its then-current policies and inform the Company Unitholder of the effective date of such Exchange (the “ Exchange Date ”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement as to all Company Exchangeable Units tendered, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (Civ) A Partnership At least two Business Days before the Exchange Date, the Corporation shall give written notice (the “ Contribution Notice ”) to the Company (with a copy to the exchanging Company Unitholders) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed not to have elected the Cash Settlement method. (v) Notwithstanding anything herein to the contrary, (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately prior to the Exchange Date by giving written notice (the “ Retraction Notice ”) to the Company (with a copy to the Corporation) specifying (A) the number and class of withdrawn Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock and (B) if any, the number and class of Company Exchangeable Units and, as to Company Class B Units, the corresponding number of shares of Class B Common Stock, as to which the Exchange Notice remains in effect, and (y) a Company Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and (B) the number of Exchangeable Units as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Elective Exchange Notice shall pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the consummation thereof, shall, in either case, terminate all of the exchanging Partnership Company Unitholder’s, PartnershipCompany’s and CompanyCorporation’s rights and obligations under this Section 2.1(a)(i2.1(a) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject to Section 2.1(c)SMBC shall be entitled, and otherwise upon the terms and subject to the conditions hereof, to surrender Common Stock to the Company in exchange for the delivery to SMBC (or a Permitted Transferee designee of SMBC) of a number of shares of Non-Voting Preferred Stock that is equal to the product of (x) the applicable number of shares of Common Stock surrendered multiplied by (y) the Exchange Rate. Any exchange of Common Stock for Non-Voting Preferred Stock pursuant hereto is defined herein as an “Exchange”. Subject to Section 2.1(a)(ii), for a period beginning on the date hereof and ending on the earliest of (x) the eighteen-month anniversary of the Partnership Agreementdate of the filing of the Amended and Restated Charter with New York Department of State (or such later date as may be reasonably agreed by the Company in good faith to enable SMBC and its Affiliates to obtain an Economic Ownership Percentage (in the aggregate) of fifteen percent (15%)), each Partnership Unitholder (y) the MOU Termination Date and (z) the date on which 55,125 shares of Non-Voting Preferred Stock (or such other amount as mutually agreed by the Parties) shall have the right been issued pursuant hereto, SMBC may effect an Exchange at any time and from time to time (but subject regardless of whether such shares of Common Stock were acquired prior to, on or after the date hereof) with respect to a number of shares of Common Stock, for each Exchange, that is not less than one-half percent (0.5%) of the Class C Holder Restrictionthen-outstanding number of shares of Common Stock (on a fully diluted basis) to surrender Exchangeable Units and in at least multiples of 500 shares of the Minimum Exchangeable Amount Common Stock (as adjusted pro rata for any changes in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership Agreement) to the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”Rate; provided that in no event shall fractions of shares of Non-Voting Preferred Stock be issuable pursuant to this Section 2.1(a)). (Bii) A Partnership Unitholder Notwithstanding anything herein to the contrary, SMBC shall not be entitled to effectuate an Exchange of Common Stock pursuant to this Section 2.1(a), and the Company shall have the right to refuse to honor any request for such an Exchange, if at such time the Company determines based on the advice of counsel that such Exchange would be inconsistent with or prohibited by any Law. Following receipt of an Exchange Notice, the Company shall promptly notify SMBC upon becoming aware of the occurrence of any facts, events, circumstances or developments that would, or would reasonably be expected to, result in the Exchange contemplated by such Exchange Notice being inconsistent with or prohibited by any Law, which such notice shall include an explanation in reasonable detail as to such facts, events, circumstances or developments. (iii) SMBC shall exercise its right to effectuate an Elective Exchange of Common Stock pursuant to this Section 2.1(a) by delivering to the Partnership, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the Partnership and the Company, respectively, Company (A) a written election of exchange in respect of the Exchangeable Units Common Stock to be exchanged substantially in the form of Exhibit A hereto B (an “Elective Exchange Notice”), duly executed by SMBC (delivery of which may be via email), (B) certificates in SMBC’s possession representing such Partnership Unitholder. Common Stock (if any) and (C) A Partnership Unitholder may specify, $1.50 per share of Common Stock exchanged in an applicable Elective such Exchange Notice, that the Elective Exchange is (any such amount to be contingent payable not later than one (including as 1) Business Day following the date of such Exchange). An Exchange pursuant to timingthis Section 2.1(a) upon shall be effected on the occurrence of any transaction or event, including second (2nd) Business Day following the consummation of a purchase by another Person Business Day on which the Company shall have received the items specified in clauses (whether in a tender or exchange offer, an underwritten offering, block trade, change of control transaction or otherwiseA) through (B) of shares the first sentence of Class A Common Stock this Section 2.1(a)(iii) or any merger, consolidation or other business combination. The termination of such later date that is a transaction or event Business Day specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i)Business Day, the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). . On the Exchange Date, all rights of SMBC as a holder of Common Stock to be so exchanged shall cease and SMBC (Eor its designee) Notwithstanding anything herein to shall be treated for all purposes as having become the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and (B) the number of Exchangeable Units as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal record holder of the Elective Exchange Notice shall terminate all shares of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken Non-Voting Preferred Stock to effect the Elective Exchange contemplated be received by that Elective Exchange Notice shall be deemed rescindedSMBC in respect of such Exchange.

Elective Exchanges. (Ai) Subject to Section 2.1(c)From and after the First Exchange Time, and otherwise the Member shall be entitled, upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units in at least and a corresponding number of shares of Class B Common Stock after taking into account the Minimum Exchangeable Amount Exchange Rate (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership AgreementLiens) to the Partnership and Corporation in exchange for the delivery to thereby cause the Partnership to deliver to that Partnership Unitholder Member (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Exchanged Unit Amount multiplied by the Exchange Consideration Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as set forth applicable, is defined herein (as an “Elective Exchange”.” Subject to Section 2.1(a)(ii), after the First Exchange Time the Member may Exchange Exchangeable Units at any time and from time to time. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) that may be exchanged by the Member shall be the lesser of (A) [●] Common Units and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) then held by the Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Payment. For the avoidance of doubt, the Company shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (Bii) A Partnership Unitholder Notwithstanding anything to the contrary contained herein, the Member shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as set forth in this Section 2.1(a), and the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof) or (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which the Member is party (including, without limitation, the LLC Agreement). Upon such determination, the Corporation or the Company (as applicable) shall notify the Member, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) The Member shall exercise its right to effectuate an Elective Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, as set forth in this Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership and the Companyhours, respectively, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A B hereto (an “Elective Exchange Notice”), duly executed by the Member, (B) any certificates in the Member’s possession representing such Partnership UnitholderExchangeable Units, (C) any stock certificates in the Member’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from the Member that it is unable to provide such certification. Unless the Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by the Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, the Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Member in respect of such Exchange. (Civ) A Partnership Unitholder Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the Member) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) The Member may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (Evi) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Member may withdraw or amend its Exchange Notice and Notice, in whole or in part, at any time prior to 5:00 p.m.p.m. San Diego, New York City California time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership Company (with a copy to the CompanyCorporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Elective Exchange Notice remains in effect. The timely delivery of , if any, and (C) if the Member so determines, a Retraction Notice indicating an entire withdrawal of new Exchange Date or any other new or revised information permitted in the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject to Section 2.1(c)From and after the First Exchange Time, and otherwise a Holder shall be entitled, upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units in at least and a corresponding number of shares of Class B Common Stock after taking into account the Minimum Exchangeable Amount Exchange Rate (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership AgreementLiens) to the Partnership and Company in exchange for the delivery to thereby cause the Partnership to deliver to that Partnership Unitholder a Holder (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Exchanged Unit Amount multiplied by the Exchange Consideration Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. The Corporation shall be entitled, at its election, to instead effect a direct exchange with a Holder in lieu of the exchange between the Company and a Holder described in the preceding sentence. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as set forth applicable, is defined herein (as an “Elective Exchange”.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Holder may Exchange Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the applicable Cash Payment. For the avoidance of doubt, the Company (or the Corporation) shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation (or the cash retained by the Corporation, in the case of a direct exchange) from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (Bii) A Partnership Unitholder Notwithstanding anything to the contrary contained herein, a Holder shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as set forth in this Section 2.1(a), and the Corporation and the Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof) or (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which a Holder is party (including, without limitation, the LLC Agreement). Upon such determination, the Corporation or the Company (as applicable) shall notify the applicable Holder, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) Each Holder shall exercise its right to effectuate an Elective Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, as set forth in this Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership and the Companyhours, respectively, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A B hereto (an “Elective Exchange Notice”), duly executed by such Partnership UnitholderHolder, (B) any certificates in the Holder’s possession representing such Exchangeable Units, (C) any stock certificates in the Holder’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from the Holder that it is unable to provide such certification. Unless the applicable Holder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by the Holder of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Holder as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, the Holder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Holder in respect of such Exchange. (Civ) A Partnership Unitholder Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the Holder) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) The Holder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change a Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (Evi) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Holder may withdraw or amend its Exchange Notice and Notice, in whole or in part, at any time prior to 5:00 p.m., New York City timep.m. Eastern Standard Time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership Company (with a copy to the CompanyCorporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Elective Exchange Notice remains in effect. The timely delivery of , if any, and (C) if the Holder so determines, a Retraction Notice indicating an entire withdrawal of new Exchange Date or any other new or revised information permitted in the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject At any time following the expiration of the Lock-Up Period (and subject at all times to Section 2.1(cthe Beneficial Ownership Limitation), and otherwise a Holder shall be entitled, upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender any Exchangeable Units in at least (and a corresponding number of shares of Class B Common Stock after taking into account the Minimum Exchangeable Amount Exchange Rate) (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership AgreementLiens) to the Partnership and Company in exchange for the delivery to thereby cause the Partnership to deliver to that Partnership Unitholder a Holder (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Exchanged Unit Amount multiplied by the Exchange Consideration Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment; provided that PMC shall not be subject to the Lock-Up Period, and at any time PMC holds Exchangeable Units shall be entitled, upon the terms and conditions hereof and the LLC Agreement, to surrender any Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) to the Company in exchange for the delivery to a Holder (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. The Corporation shall be entitled, at its election, to instead effect a direct exchange with a Holder in lieu of the exchange between the Company and a Holder described in the preceding sentence. Any exchange of Exchangeable Units and/or Class B Common Stock, as applicable, for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the date hereof a Holder may Exchange Exchangeable Units and/or Class B Common Stock at any time and from time to time. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the applicable Cash Payment. (ii) Notwithstanding anything to the contrary contained herein, a Holder shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as set forth herein in this Section 2.1(a), and the Corporation and the Company shall have the right to refuse to honor any request for such an Exchange, if at any time the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an “Elective Exchange”exemption from the registration requirements thereof) or (2) would not be permitted under any agreement with the Corporation, the Company or any of their Subsidiaries to which a Holder is party (including, without limitation, the LLC Agreement). Upon such determination, the Corporation or the Company (as applicable) shall notify the applicable Holder, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (Biii) A Partnership Unitholder Each Holder shall exercise its right to effectuate an Elective Exchange of Exchangeable Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, as set forth in this Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership and the Companyhours, respectively, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A B hereto (an “Elective Exchange Notice”), duly executed by such Partnership UnitholderHolder, (B) any certificates in the Holder’s possession representing such Exchangeable Units, (C) any stock certificates in the Holder’s possession representing such shares of Class B Common Stock, and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from the Holder that it is unable to provide such certification. Unless the applicable Holder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(C) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by the Holder of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the Holder as a holder of the Exchangeable Units and Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Payment, the Holder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Holder in respect of such Exchange. (Civ) A Partnership Unitholder Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the Holder) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Payment method. (v) The Holder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change a Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (Evi) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Holder may withdraw or amend its Exchange Notice and Notice, in whole or in part, at any time prior to 5:00 p.m., New York City timep.m. Eastern Standard Time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership Company (with a copy to the CompanyCorporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate), (B) the number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the exchange rate) as to which the Elective Exchange Notice remains in effect. The timely delivery of , if any, and (C) if the Holder so determines, a Retraction Notice indicating an entire withdrawal of new Exchange Date or any other new or revised information permitted in the Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.

Elective Exchanges. (Ai) Subject to Section 2.1(c2.1(d), each Company Unitholder shall be entitled at any time and otherwise from time to time, upon the terms and subject to the conditions hereof and of the Partnership LLC Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Company Units in at least the Minimum Exchangeable Amount and a corresponding number of shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership Agreementlike) to the Partnership and Company in exchange for the delivery to thereby cause the Partnership to deliver to that Partnership such Company Unitholder (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Consideration as set forth herein Rate or (y) the Cash Settlement (an exchange of Company Units and Class B Common Stock for Class A Common Stock or the Cash Settlement, an “Elective Exchange”), provided that any such Exchange is for a minimum of the lesser of (A) one hundred (100) Company Units and (B) all of the Company Units then held by such Company Unitholder and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the LLC Agreement; provided that, notwithstanding anything to the contrary contained herein, a Company Unitholder shall not be entitled to Exchange Company Units and Class B Common Stock, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines based on the advice of counsel that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act of 1933, as amended, or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (Bii) A Partnership Company Unitholder shall exercise its right to an Elective Exchange Company Units and a corresponding number of shares of Class B Common Stock as set forth in Section 2.1(a) by delivering to the PartnershipCompany, with a contemporaneous copy delivered to the CompanyCorporation, in each case during normal business hours at the principal executive offices of the Partnership Company and the CompanyCorporation, respectively, (A) a written election of exchange in respect of the Exchangeable Company Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective Exchange Notice”), duly executed by such Partnership Company Unitholder, (B) any certificates in such Company Unitholder’s possession representing such Company Units, (C) any stock certificates in such Company Unitholder’s possession representing such shares of Class B Common Stock and (D) if the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Company Unitholder that it is unable to provide such certification. Unless such Company Unitholder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(iii), an Exchange pursuant to this Section 2.1(a) shall be effected on the fifth Business Day following the Business Day on which the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(ii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”). On the Exchange Date, all rights of the exchanging Company Unitholder as a holder of the Company Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless the Corporation has elected Cash Settlement, such Company Unitholder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Company Unitholder in respect of such Exchange. (iii) Within two (2) Business Days following the Business Day on which the Corporation and the Company have received the Exchange Notice, the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Company Unitholder) of its intended settlement method; provided that if the Corporation does not timely deliver a Contribution Notice, the Corporation shall be deemed to have not elected the Cash Settlement method. Notwithstanding anything herein to the contrary, (x) a Company Unitholder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00p.m. New York City time, on the Business Day immediately prior to the Exchange Date by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) specifying (A) the number of withdrawn Company Units and corresponding number of shares of Class B Common Stock, (B) if any, the number of Company Units and corresponding number of shares of Class B Common Stock as to which the Exchange Notice remains in effect and (C) A Partnership if the Company Unitholder so determines, a new Exchange Date or any other new or revised information permitted in the Exchange Notice, and (y) a Company Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, block trade, change Change of control Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary, if a Retraction Event occurs after the delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and (B) the number of Exchangeable Units as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an entire withdrawal of the Elective Exchange Notice shall pursuant to clause (x) above and, in respect of clause (y) above, the termination of the transaction or event prior to the consummation thereof, shall, in either case, terminate all of the exchanging Partnership Company Unitholder’s, PartnershipCompany’s and CompanyCorporation’s rights and obligations under this Section 2.1(a)(i2.1(a) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded.