Common use of Exchange of Paired Interests for Class A Common Stock or Class B Common Stock Clause in Contracts

Exchange of Paired Interests for Class A Common Stock or Class B Common Stock. From and after the execution and delivery of this Agreement, each Holder shall be entitled at any time and from time to time upon the terms and subject to the conditions hereof, to surrender Paired Interests to RocketCo (subject to adjustment as provided in Section 2.03) in exchange (such exchange, an “Exchange”) for the delivery to such Holder, at the option of the board of directors of RocketCo (acting by a majority of the disinterested members of the board of directors of RocketCo or a committee of disinterested directors of the board of directors of RocketCo), of: (a) a Cash Exchange Payment by the Company from the proceeds of a private sale or a public offering of Class A Common Stock; or (b) (X) with respect to Class C Paired Interests, a number of shares of Class A Common Stock that is equal to the product of the number of Class C Paired Interests surrendered multiplied by the Exchange Rate; and (Y) with respect to Class D Paired Interests, a number of shares of Class B Common Stock that is equal to the product of the number of Class D Paired Interests surrendered multiplied by the Exchange Rate (in each case under this clause (b), a “Share Exchange”). Notwithstanding anything to the contrary herein, RocketCo and the Company shall not effectuate a Cash Exchange Payment pursuant to Section 2.01(a) above unless (A) RocketCo determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five Business Days after, the relevant Exchange Date and (B) RocketCo contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Exchange Payment.

Exchange of Paired Interests for Class A Common Stock or Class B Common Stock. From and after the execution and delivery of this Agreement, each Holder shall be entitled at any time and from time to time on an Exchange Date, upon the terms and subject to the conditions hereof, to surrender Paired Interests (excluding, for the avoidance of doubt, any Paired Interest that includes an unvested Common Unit) to RocketCo Pubco (subject to adjustment as provided in Section 2.03) in exchange (such exchange, an “Exchange”) for the delivery to such Holder, at the option of the board of directors of RocketCo Pubco (acting (which may be by e-mail) by a majority of the disinterested members of the board of directors of RocketCo Pubco or a committee of disinterested directors of the board of directors of RocketCoPubco), of: (a) a Cash Exchange Payment by the Company from the proceeds of a private sale or a public offering of Class A Common Stock; or (b) (X) with respect to Class C Paired Interests, a number of shares of Class A Common Stock that is equal to the product of the number of Class C Paired Interests surrendered multiplied by the Exchange Rate; and (Y) with respect to Class D Paired Interests, a number of shares of Class B Common Stock that is equal to the product of the number of Class D Paired Interests surrendered multiplied by the Exchange Rate (in each case under this clause (b), a “Share Exchange”); provided that a Holder, together with any other Holder that is an Affiliate of such Holder, shall only be entitled to one Exchange per each calendar month unless otherwise agreed to by Pubco, except that notwithstanding the foregoing, any Exchange for a value of $5 million or more shall not be subject to such limitation. Notwithstanding anything to the contrary herein, RocketCo Pubco and the Company shall not effectuate a Cash Exchange Payment pursuant to Section 2.01(a) above unless (A) RocketCo Pubco determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five Business Days after, the relevant Exchange Date and (B) RocketCo Pubco contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Exchange Payment.

Exchange of Paired Interests for Class A Common Stock or Class B Common Stock. From and after the execution and delivery of this Agreement, each Holder shall be entitled at any time and from time to time upon the terms and subject to the conditions hereof, to surrender Paired Interests to RocketCo the Corporation (subject to adjustment as provided in Section 2.0311.03) in exchange (such exchange, an “Exchange”) for the delivery to such Holder, at the option of the board of directors of RocketCo the Corporation (acting by a majority of the disinterested members of the board of directors of RocketCo the Corporation or a committee of disinterested directors of the board of directors of RocketCothe Corporation), of: (a) a Cash Exchange Payment by the Company from the proceeds of a private sale or a public offering of Class A Common Stock; or (b) (Xi) with respect to Class C Paired Interests, a number of shares of Class A Common Stock that is equal to the product of the number of Class C Paired Interests surrendered multiplied by the Exchange Rate; and (Yii) with respect to Class D Paired Interests, a number of shares of Class B Common Stock that is equal to the product of the number of Class D Paired Interests surrendered multiplied by the Exchange Rate (in each case under this clause (b), a “Share Exchange”). Notwithstanding anything in this Agreement to the contrary hereincontrary, RocketCo and the Company shall not effectuate a Cash Exchange Payment pursuant to Section 2.01(a11.01(a) above unless (A) RocketCo 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) RocketCo the Corporation contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Exchange Payment.

Exchange of Paired Interests for Class A Common Stock or Class B Common Stock. From and after the execution and delivery of this Agreement, each Holder shall be entitled at any time and from time to time upon the terms and subject to the conditions hereof, to surrender Paired Interests to RocketCo the Corporation (subject to adjustment as provided in Section 2.0311.03) in exchange (such exchange, an “Exchange”) for the delivery to such HolderHolder of (a) the True-Up Amount, if any, with respect to the Class B Common Unit or Class C Common Unit, as applicable, comprising the surrendered Paired Interests and (b) at the option of the board of directors of RocketCo the Corporation (acting by a majority of the disinterested members of the board of directors of RocketCo the Corporation or a committee of disinterested directors of the board of directors of RocketCothe Corporation), of: (ai) a Cash Exchange Payment by the Company from the proceeds of a private sale or a public offering of Class A Common Stock; or (bii) (XA) with respect to Class C Paired Interests, a number of shares of Class A Common Stock that is equal to the product of the number of Class C Paired Interests surrendered multiplied by the Exchange Rate; and (YB) with respect to Class D Paired Interests, a number of shares of Class B Common Stock that is equal to the product of the number of Class D Paired Interests surrendered multiplied by the Exchange Rate (in each case under this clause (bii), a “Share Exchange”). Notwithstanding anything in this Agreement to the contrary hereincontrary, RocketCo and the Company shall not effectuate a Cash Exchange Payment pursuant to Section 2.01(a11.01(a) above unless (A) RocketCo 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) RocketCo the Corporation contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Exchange Payment.

Exchange of Paired Interests for Class A Common Stock or Class B Common Stock. From and after the execution and delivery of this Agreement, each Holder shall be entitled at any time and from time to time on an Exchange Date, upon the terms and subject to the conditions hereof, to surrender Paired Interests (excluding, for the avoidance of doubt, any Paired Interest that includes an unvested Common Unit) to RocketCo Pubco (subject to adjustment as provided in Section 2.03) in exchange (such exchange, an “Exchange”) for the delivery to such Holder, at the option of the board of directors of RocketCo Pubco (acting (which may be by e-mail) by a majority of the disinterested members of the board of directors of RocketCo Pubco or a committee of disinterested directors of the board of directors of RocketCoPubco), of: (a) a Cash Exchange Payment by the Company from the proceeds of a private sale or a public offering of Class A Common Stock; or (b) (X) with respect to Class C Paired Interests, a number of shares of Class A Common Stock that is equal to the product of the number of Class C Paired Interests surrendered multiplied by the Exchange Rate; and (Y) with respect to Class D Paired Interests, a number of shares of Class B Common Stock that is equal to the product of the number of Class D Paired Interests surrendered multiplied by the Exchange Rate (in each case under this clause (b), a “Share Exchange”); provided that a Holder, together with any other Holder that is an Affiliate of such Holder, shall only be entitled to one Exchange per each calendar month unless otherwise agreed to by Pubco. Notwithstanding anything to the contrary herein, RocketCo Pubco and the Company shall not effectuate a Cash Exchange Payment pursuant to Section 2.01(a) above unless (A) RocketCo Pubco determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five Business Days after, the relevant Exchange Date and (B) RocketCo Pubco contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Exchange Payment.