Common use of Mandatory Exchange Clause in Contracts

Mandatory Exchange. Notwithstanding any other provision of this Agreement, upon the occurrence of any Change in Control, all Units not held by a member of the Habit Group and all shares of Class B Common Stock shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), and in consideration for such surrender to be delivered on the consummation of such Change in Control (but, in the case of a Change in Control described in (i), (ii) or (iii) of the definition of Change in Control set forth in Section 1.1 of this Agreement, the surrender and delivery of consideration shall occur and be contingent upon the consummation of the transaction approved thereby), Habit shall provide to each such Member (or cause to be provided), at its option and upon the terms and subject to the conditions hereof, either: (x) a Cash Exchange Payment calculated with respect to such Units surrendered by such Member or (y) the issuance by Habit to such Member a number of shares of Class A Common Stock that is equal to the product of the number of Units surrendered by such Member and the Exchange Rate. For the avoidance of doubt, in connection with a transaction described in the preceding sentence, in no event shall the Members (other than the Managing Member and its Subsidiaries) be entitled to receive aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock in connection with the Change in Control (it being understood that, for this purpose, payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). In addition, in the case of a holder of Units who is an employee of, or who provides services to or on behalf of, the Company or an Affiliate thereof, upon the termination of employment or the performance of services of such Member for any reason (a “Terminated Employee-Member”), upon notice from the Company, each vested Unit held by such Terminated Employee-Member at the time of termination shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like, with the shares of Class B Common Stock corresponding to such vested Units to be cancelled) in consideration for, which such consideration shall be delivered as promptly as practicable following such termination, at the option of Habit, either: (x) a Cash Exchange Payment calculated with respect to such surrendered Units by Habit or (y) the issuance by Habit and delivery (directly or indirectly) to such holder of Units a number of shares of Class A Common Stock that is equal to the product of the number of Units surrendered multiplied by the Exchange Rate. (Any exchange described in this Section 3.9(a)(ii), a “Mandatory Exchange” and, such a Mandatory Exchange or a Voluntary Exchange, an “Exchange”.) Each Unvested Common Unit and corresponding share of Class B Common Stock held by such Terminated Employee-Member shall be automatically cancelled.

Mandatory Exchange. Notwithstanding any other provision of this Agreement, upon the occurrence of any Change in Control, all LLC Units not held by a member of the Habit Group and all shares of Class B Common Stock shall be automatically surrendered to the Company (or if Habit so elects, to Habit) Corporation (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), and in consideration for such surrender to be delivered on the consummation of such Change in Control (butand, in the case of a Change in Control described in (i), (ii) or (iii) of the definition of Change in Control set forth in Section 1.1 of this Agreement, the surrender and delivery of consideration shall occur and be contingent upon the consummation of the transaction approved thereby), Habit the Corporation shall provide to each such Member (or cause to be provided)provide, at its option and upon the terms and subject to the conditions hereof, either: (x) a Cash Exchange Payment calculated with respect to such surrendered LLC Units surrendered by such Member the Corporation or (y) the issuance by Habit the Corporation to such Member LLC Unitholder a number of shares of Class A Common Stock that is equal to the product of the number of LLC Units surrendered multiplied by such Member and the Exchange Rate. For the avoidance of doubt, in connection with a transaction described in the preceding sentence, in no event shall the Members (other than the Managing Member and its Subsidiaries) be entitled to receive aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock in connection with the Change in Control (it being understood that, for this purpose, payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). In addition, in the case of a holder of LLC Units who is an employee of, or who provides services to or on behalf of, the Company or an Affiliate thereof, upon the termination of employment or the performance of services of such Member LLC Unitholder for any reason (a “Terminated Employee-Member”), upon notice from the CompanyCorporation, delivered at the Corporation’s option, each vested LLC Unit held by such Terminated Employee-Member at the time of termination shall be automatically surrendered to the Company (or if Habit so elects, to Habit) Corporation (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like, with the shares of Class B Common Stock corresponding to such vested Units to be cancelled) in consideration for, which for such consideration shall surrender to be delivered as promptly as practicable within three (3) business days following such termination, at the option of Habitthe Corporation, either: (x) a Cash Exchange Payment calculated with respect to such surrendered Common Units by Habit the Corporation or (y) the issuance by Habit and delivery (directly or indirectly) the Corporation to such holder of Common Units a number of shares of Class A Common Stock that is equal to the product of the number of Common Units surrendered multiplied by the Exchange Rate. (Any exchange described in this Section 3.9(a)(ii2.1(a)(ii), a “Mandatory Exchange” and, such a Mandatory Exchange or a Voluntary Exchange, an “Exchange”.) ). Each Unvested Common Unit and corresponding share of Class B Common Stock held by such Terminated Employee-Member shall be automatically cancelled.

Mandatory Exchange. Notwithstanding any other provision of this Agreement, upon the occurrence of any Change in Control, all Units not held by a member of the Habit Group and all shares of Class B Common Stock shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), and in consideration for such surrender to be delivered on the consummation of such Change in Control (but, in the case of a Change in Control described in (i), (ii) or (iii) of the definition of Change in Control set forth in Section 1.1 of this Agreement, the surrender and delivery of consideration shall occur and be contingent upon the consummation of the transaction approved thereby), Habit shall provide to each such Member (or cause to be provided), at its option and upon the terms and subject to the conditions hereof, either: (x) a Cash Exchange Payment calculated with respect to such Units surrendered by such Member or (y) the issuance by Habit to such Member a number of shares of Class A Common Stock that is equal to the product of the number of Units surrendered by such Member and the Exchange Rate. For the avoidance of doubt, in connection with a transaction described in the preceding sentence, in no event shall the Members (other than the Managing Member and its Subsidiaries) be entitled to receive aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock in connection with the Change in Control (it being understood that, for this purpose, payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). In addition, in the case of a holder of Units who is an employee of, or who provides services to or on behalf of, the Company or an Affiliate thereof, upon the termination of employment or the performance of services of such Member for any reason (a “Terminated Employee-Member”), upon notice from the Company, each vested Unit held by such Terminated Employee-Member at the time of termination shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like, with the shares of Class B Common Stock corresponding to such vested Units to be cancelled) in consideration for, which such consideration shall be delivered as promptly as practicable following such termination, at the option of Habit, either: (x) a Cash Exchange Payment calculated with respect to such surrendered Units by Habit or (y) the issuance by Habit and delivery (directly or indirectly) to such holder of Units a number of shares of Class A Common Stock that is equal to the product of the number of Units surrendered multiplied by the Exchange Rate. (Any exchange described in this Section 3.9(a)(ii), a “Mandatory Exchange” and, such a Mandatory Exchange or a Voluntary Exchange, an “Exchange”.) Each Unvested Common Unit and corresponding share of Class B Common Stock held by such Terminated Employee-Member shall be automatically cancelled.

Mandatory Exchange. Notwithstanding (i) Under any other provision of this Agreement, upon the occurrence of any Change in Control, all Units not held by a member of the Habit Group following circumstances, the Corporation shall have the right to require each Company Unitholder to Exchange all of such Company Unitholder’s Company Units and all shares of Class B Common Stock shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), and ) in consideration exchange for such surrender to be delivered on the consummation of such Change in Control (but, in the case of a Change in Control described in (i), (ii) or (iii) of the definition of Change in Control set forth in Section 1.1 of this Agreement, the surrender and delivery of consideration shall occur and be contingent upon the consummation of the transaction approved thereby), Habit shall provide to each such Member (or cause to be provided), at its option and upon the terms and subject to the conditions hereof, either: (x) a Cash Exchange Payment calculated with respect to such Units surrendered by such Member or (y) the issuance by Habit the Corporation to such Member Company Unitholder of a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by such Member and the Exchange Rate. For Rate (each, a “Mandatory Exchange”): (A) from or after the avoidance of doubt, in connection with a transaction described in the preceding sentence, in no event shall the time when all Members (other than the Managing Member Corporation) hold a number of Company Units representing less than five percent (5%) in the aggregate of the Post-IPO Company Units, and (B) with regard to a particular Company Unitholder, if such Company Unitholder, together with its Subsidiariesaffiliates, holds a number of Company Units representing less than one percent (1%) be entitled to receive aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock in connection with the Change in Control (it being understood Post-IPO Company Units; provided, that, for this purpose, payments under or in respect of if the Tax Receivable Agreement shall not be considered part of any such consideration). In addition, in the case of Corporation elects to require a holder of Units who is an employee of, or who provides services Company Unitholder to or on behalf of, the Company or an Affiliate thereof, upon the termination of employment or the performance of services Exchange all of such Member for any reason (a “Terminated Employee-Member”), upon notice from the Company, each vested Unit held by such Terminated Employee-Member at the time of termination shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free Unitholder’s Company Units and clear of all liens, encumbrances, rights of first refusal and the like, with the shares of Class B Common Stock corresponding in accordance with the preceding clause (B), it shall also require all Company Unitholders holding an equal or lesser number of Company Units to Exchange all of such Company Unitholder’s Company Units and shares of Class B Common Stock. Notwithstanding anything to the contrary set forth herein, for purposes of this Section 2.1(c), with respect to the Oaktree Members and the Stonehill Member(s), any calculations with respect to their ownership of Company Units shall include those Company Units owned by their respective affiliates (other than the Corporation). (ii) The election of the Corporation pursuant to Section 2.1(c)(i) shall be at the sole discretion of the Corporation upon the approval thereof by (a) a majority of the Board of Directors of the Corporation and (b) a majority of the directors of the Corporation that do not have an interest in the Company Units and shares of Class B Common Stock being Exchanged. (iii) The Corporation shall exercise its right to require an Exchange of Company Units and shares of Class B Common Stock as set forth in Section 2.1(c)(i) by delivering to the Company Unitholder written notice of such election ten (10) Business Days before the proposed date the Exchange shall be deemed to occur (the “Mandatory Exchange Date”). The Corporation shall update such notice from time to time to reflect any material changes to such vested Units to be cancelled) notice. The Corporation may satisfy any such notice and update requirements described in consideration forthe preceding two sentences by providing such information on a Form 8-K, which such consideration shall be delivered as promptly as practicable following such terminationSchedule TO, at Schedule 14D-9 or similar form filed with the option of HabitSEC. From and after the Mandatory Exchange Date, either: (x) a Cash the Company Units and shares of Class B Common Stock Exchanged pursuant to this Section 2.1(c) shall be deemed to be transferred to the Corporation on the Mandatory Exchange Payment calculated with respect to such surrendered Units by Habit or Date and (y) the issuance by Habit Company Unitholder shall cease to have any rights with respect to the Company Units and delivery shares of Class B Common Stock Exchanged pursuant to this Section 2.1(c) (directly or indirectly) other than the right to such holder of Units a number of receive shares of Class A Common Stock that is equal pursuant to the product of the number of Units surrendered multiplied by the Exchange Rate. (Any exchange described in this Section 3.9(a)(ii2.1(c)(i) upon compliance with its obligations under Section 2.1(d), a “Mandatory Exchange” and, such a Mandatory Exchange or a Voluntary Exchange, an “Exchange”).) Each Unvested Common Unit and corresponding share of Class B Common Stock held by such Terminated Employee-Member shall be automatically cancelled.