Common use of Qualified IPO Clause in Contracts

Qualified IPO. ‌ (a) The Promoter and the Company shall make best efforts to consummate an IPO involving all Investment Securities held by the Investors such that the lower end of the price band of the Investment Securities at which the IPO is proposed to be consummated (i.e. the minimum floor price), is not less than 2x (two times) of the Series F CCCPS Subscription Price (“Qualified IPO”), within a period of 18 (eighteen) months from the Series F CCCPS Closing Date (“Exit Period”).‌ (b) In consultation with the Promoter, and the Investor Shareholder Groups, the Board shall (and the Parties shall cause the Company to) appoint lead advisor(s) of repute in a timely manner to conduct the IPO and act as the book running lead manager(s), and also appoint intermediaries including underwriters and bankers for consummating the IPO. (c) Subject to the other provisions of this Agreement, the terms and conditions of such Qualified IPO including the price, size and timing of the issue, stock exchanges on which the Investment Securities are to be listed as well as other related matters shall be determined by the Board in consultation with the book running lead managers to the Qualified IPO in a timely manner. (d) The Promoter shall offer as many Investment Securities in the IPO as may be required, under Law, to enable the listing of Investment Securities of the Company. Notwithstanding the foregoing, in the event of an IPO by way of an Offer of Existing Securities, the Investors shall have the right (but not the obligation) to offer their Investment Securities for sale in the IPO, in priority to any other Shareholders of the Company on a pro rata basis i.e., as is proportionate to their respective shareholding in the Company computed on a Fully Diluted Basis. (e) The Parties hereby agree to vote in favour of and to do all acts and deeds necessary for effecting the Qualified IPO. (f) The Promoter agrees that, in the event of an IPO, he shall offer such number of his Investment Securities for a lock-in as may be required to meet the minimum lock-in requirements under and subject to the applicable SEBI regulations and guidelines. Subject to applicable Law, the Investors shall not be required to call themselves, and the Company shall not refer to the Investors as “founder” or “promoter” in the offer documents or filings with the SEBI or any other Governmental Authorities, nor shall the Investors be required to offer any of Investment Securities held by the Investors for any lock-in requirements. (g) All fees and expenses (including inter alia payment of all costs relating to the listing and sponsorship, underwriting fees, listing fees, merchant bankers fees, bankers fees, brokerage, commission, and any other costs that may be incurred due to the changes to Law for the time being in force) required to be paid in respect of the IPO, shall be borne and paid by the Company. Provided that if the Law requires the Investors to bear any expenses in relation to an IPO by offer for sale or any other method, the Investors’ liability in relation thereto will be limited only to such statutory expenses under Law. (h) The Company shall indemnify the Investors to the maximum extent permitted under Law, against any Claim arising out of or relating to any misstatements and omissions of the Company in any registration statement, offering document or preliminary offering document, and like violations of applicable securities Laws by the Company or any other error or omission of the Company in connection with a public offering hereunder, other than with respect to information provided by the Investors in writing, expressly for inclusion therein.

Qualified IPO. ‌7.1 The Company and each of the Shareholders shall use their reasonable endeavours to conduct a Qualified IPO within three years from the date of this Agreement. 7.2 In the event that a proposed IPO (aincluding a Qualified IPO) The Promoter is aborted for any reason, and the parties have undertaken relevant structuring and other preparatory steps in respect of such IPO or Qualified IPO, each of the Company and the Shareholders shall take all necessary steps as are required to restore all the Shareholders, the Investors and the Company shall make best efforts to consummate an the position they enjoyed before the steps for such 1P0 or Qualified IPO involving were undertaken, including, inter alia, re-adopting the Company's Articles in the form in place prior to any revisions made in connection with the IPO process and reversing any steps taken to convert the Convertible Redeemable Preference Shares. 7.3 The parties acknowledge that subject to compliance with all Investment Securities held by applicable laws, regulations, the Investors such that the lower end Listing Rules and any requirement of the price band of the Investment Securities at which the IPO is proposed to be consummated (i.e. the minimum floor price), is not less than 2x (two times) of the Series F CCCPS Subscription Price (“Qualified IPO”), within a period of 18 (eighteen) months from the Series F CCCPS Closing Date (“Exit Period”).‌ (b) In consultation with the Promoter, and the Investor Shareholder Groups, the Board shall (and the Parties shall cause the Company to) appoint lead advisor(s) of repute in a timely manner to conduct the IPO and act as the book running lead manager(s), and also appoint intermediaries including underwriters and bankers for consummating the IPO. (c) Subject to the Stock Exchange or any other provisions of this Agreement, the terms and conditions of such Qualified IPO including the price, size and timing of the issue, stock exchanges on which the Investment Securities are to be listed as well as other related matters shall be determined by the Board in consultation with the book running lead managers to the Qualified IPO in a timely manner. (d) The Promoter shall offer as many Investment Securities in the IPO as may be required, under Law, to enable the listing of Investment Securities of the Company. Notwithstanding the foregoingapplicable authorities, in the event of an a Qualified IPO by way of an Offer of Existing Securities, or IPO neither the Investors shall have nor the right (but not the obligation) to offer their Investment Securities for sale in the IPOInvestor Director will give any representations, in priority to any warranties, indemnities or undertakings other Shareholders of the Company on a pro rata basis i.e., as is proportionate to their respective shareholding in the Company computed on a Fully Diluted Basis. (e) The Parties hereby agree to vote in favour of and to do all acts and deeds necessary for effecting the Qualified IPO. (f) The Promoter agrees that, in the event of an IPO, he shall offer such number of his Investment Securities for a lock-in as may be required to meet the minimum lock-in requirements under and subject to the applicable SEBI regulations and guidelines. Subject to applicable Law, the Investors shall not be required to call themselves, and the Company shall not refer to the Investors as “founder” or “promoter” in the offer documents or filings with the SEBI or any other Governmental Authorities, nor shall the Investors be required to offer any of Investment Securities held by the Investors for any lock-in requirements. (g) All fees and expenses (including inter alia payment of all costs relating to the listing and sponsorship, underwriting fees, listing fees, merchant bankers fees, bankers fees, brokerage, commission, and any other costs that may be incurred due to the changes to Law for the time being in force) required to be paid than in respect of the Investor's ownership of Equity Share Capital. 7.4 In an IPO, shall be borne and paid by if the Company. Provided , after consultation with the underwriters, decides that if the Law requires IPO shall include a sale of secondary shares in the Investors to bear any expenses in relation to an IPO by offer for sale or any other methodCompany, the Investors’ liability in relation thereto will be limited only to such statutory expenses under Law. (h) The Company shall indemnify the Investors to the maximum extent permitted under Lawi.e., against any Claim arising out of or relating to any misstatements and omissions those Shares of the Company in existence prior to the IPO, the parties agree to act in good faith and to determine a ratio upon which the Shareholders and each Investor may sell their respective holdings in the Company, provided that the Investors agree that should they elect to sell any registration statement, offering document or preliminary offering document, and like violations of applicable securities Laws by the Company or any other error or omission their holdings pursuant to this Clause 7.4 they will not sell more than 2S% of the Company in connection Conversion Shares then held and will agree that the remaining holding excluding any of its Escrow Shares will be subject to a lock-up of no more than 6 months. 7.5 For the purposes of this Agreement, a "QUALIFIED IPO" means an IPO on the Stock Exchange which occurs within the following periods with a public offering hereunder, other than with respect the corresponding minimum IPO Price or an IPO to information provided by which any one of the Investors in writing, has otherwise consented expressly for inclusion therein.to as a Qualified IPO: IPO TUNING (NO. OF MONTHS AFTER THE COMPLETION DATE UP TO THE DATE OF ANY PROSPECTUS ISSUED IN CONNECTION WITH A LISTING) 0 - 6 6 - 12 12 - 18 18 - 24 THEREAFTER ----------------------------------------------- ----- ------ ------- ------- ---------- IPO Price as % of the Conversion Price 100% 120% 135% 170% 200%

Qualified IPO. ‌ (a) The Promoter Notwithstanding anything to the contrary herein, but subject to Section 5.1(b), from the date hereof, New Mountain shall have the sole right to initiate an Initial Public Offering on a recognized international stock exchange, and to determine the timing, manner and all other terms and conditions of an Initial Public Offering, including whether such offering shall include a primary or secondary offering of securities (or both) and the Company shall make best efforts selection of underwriters, and to consummate take any and all actions desirable and necessary in connection with an IPO involving all Investment Securities held by the Investors such that the lower end of the price band of the Investment Securities at which the IPO is proposed to be consummated (i.e. the minimum floor price), is not less than 2x (two times) of the Series F CCCPS Subscription Price (“Qualified IPO”), within a period of 18 (eighteen) months from the Series F CCCPS Closing Date (“Exit Period”).‌Initial Public Offering. (b) In consultation with Following the Promoterfifth anniversary of the date hereof, and so long as BSPI continues to hold shares of Convertible Preferred, BSPI shall also have the Investor Shareholder Groups, the Board shall (and the Parties shall cause the Company to) appoint lead advisor(s) of repute in right to initiate a timely manner to conduct the Qualified IPO and act as to make the book running lead manager(sother determinations set forth in Section 5.1(a), and also appoint intermediaries including underwriters and bankers for consummating the IPO. (c) Subject New Mountain and the Existing Stockholders will agree to the lock-up restrictions and other provisions of this Agreementlimitations and obligations as are customary and any Stockholder who is a Key Employee shall, the terms and conditions of in connection with such Qualified IPO including IPO, agree to customary restrictions and other obligations imposed by the priceunderwriters for such Qualified IPO; provided, size and timing of that such restrictions shall not be more restrictive to such Stockholders than the issue, stock exchanges on which the Investment Securities are restrictions to be listed as well as other related matters shall be determined by the Board in consultation with the book running lead managers to the Qualified IPO in a timely mannerimposed on BSPI and New Mountain. (d) The Promoter shall offer as many Investment Securities in In connection with the IPO as may be required, under Law, to enable the listing consummation of Investment Securities of the Company. Notwithstanding the foregoing, in the event of an IPO by way of an Offer of Existing Securitiesa Qualified IPO, the Investors Company and the Stockholders who continue to hold Equity Securities shall have cooperate reasonably with each other and negotiate in good faith amendments to the right (but not the obligation) provisions of Article 2 and other appropriate provisions to offer their Investment Securities for sale be included in the IPO, in priority a new or revised stockholders’ agreement and/or other agreements to any other Shareholders of the Company on a pro rata basis i.e., as is proportionate to their respective shareholding in the Company computed on a Fully Diluted Basisbe entered into at such time. (e) The Parties hereby agree In the event of a public offering of capital stock of a Subsidiary pursuant to vote an effective registration statement under the Securities Act, the Company shall distribute the capital stock of such Subsidiary (other than the shares issued in favour such offering) to the Stockholders, ratably based on their Common Stock ownership (determined on an As-Converted Basis as of the effective date of such offering) and shall provide registration rights to do all acts and deeds necessary for effecting the Qualified IPOStockholders with respect to such Subsidiary capital stock as contemplated by the Registration Rights Agreement. (f) The Promoter agrees that, in Following the event termination of an the Board appointment rights after a Qualified IPO, he shall offer such BSPI will continue to have the right to designate a director to the Board for so long as BSPI holds at least 50% of the number of his Investment Securities for a lock-in shares of Common Stock issued upon conversion of the Convertible Preferred that BSPI held as may be required to meet of the minimum lock-in requirements under and subject to the applicable SEBI regulations and guidelines. Subject to applicable Law, the Investors shall not be required to call themselvesClosing Date, and the Company and each Stockholder shall not refer take such actions as are necessary to cause BSPI’s designee to be elected to the Investors as “founder” or “promoter” in the offer documents or filings with the SEBI or any other Governmental Authorities, nor shall the Investors be required to offer any of Investment Securities held by the Investors for any lock-in requirementsBoard. (g) All fees and expenses (including inter alia payment of all costs relating to the listing and sponsorship, underwriting fees, listing fees, merchant bankers fees, bankers fees, brokerage, commission, and any other costs that may be incurred due to the changes to Law for the time being in force) required to be paid in respect of the IPO, shall be borne and paid by the Company. Provided that if the Law requires the Investors to bear any expenses in relation to an IPO by offer for sale or any other method, the Investors’ liability in relation thereto will be limited only to such statutory expenses under Law. (h) The Company shall indemnify the Investors to the maximum extent permitted under Law, against any Claim arising out of or relating to any misstatements and omissions of the Company in any registration statement, offering document or preliminary offering document, and like violations of applicable securities Laws by the Company or any other error or omission of the Company in connection with a public offering hereunder, other than with respect to information provided by the Investors in writing, expressly for inclusion therein.

Qualified IPO. ‌ Prior to a Qualified IPO, the Board of Directors of the Company (athe "Board") The Promoter shall be composed of no more than five members. Prior to a Qualified IPO, (i) so long as Beacon holds (x) 50% or more of the outstanding Common Stock or any shares of Series A Preferred, Beacon shall have the right to designate three persons to serve as members of the Board, (y) 25% or more of the outstanding Common Stock but less than 50% of the outstanding Common Stock, Beacon shall have the right to designate two persons to serve as members of the Board and (z) 5% or more of the outstanding Common Stock but less than 25% of the outstanding Common Stock, Beacon shall have the right to designate one person to serve as a member of the Board (such members being referred to herein as the "Beacon Directors"), (ii) so long as Stratford holds more than 5% or more of the outstanding Common Stock, Stratford shall have the right to designate one person to serve as a member of the Board (the "Stratford Director") and (iii) the chief executive officer of the Company shall make best efforts to consummate an IPO involving all Investment Securities held by the Investors such that the lower end serve as a member of the price band of the Investment Securities at which the IPO is proposed to be consummated (i.e. the minimum floor price), is not less than 2x (two times) of the Series F CCCPS Subscription Price (“Qualified IPO”), within a period of 18 (eighteen) months from the Series F CCCPS Closing Date (“Exit Period”).‌ (b) In consultation with the Promoter, and the Investor Shareholder Groups, the Board shall (and the Parties shall cause the Company to) appoint lead advisor(s) of repute in a timely manner to conduct the IPO and act as the book running lead manager(s), and also appoint intermediaries including underwriters and bankers for consummating the IPO. (c) Subject to the other provisions of this Agreement, the terms and conditions of such Qualified IPO including the price, size and timing of the issue, stock exchanges on which the Investment Securities are to be listed as well as other related matters shall be determined by the Board in consultation with the book running lead managers to the Qualified IPO in a timely manner. (d) The Promoter shall offer as many Investment Securities in the IPO as may be required, under Law, to enable the listing of Investment Securities of the CompanyBoard. Notwithstanding the foregoing, if the Purchase Agreement terminates without the Subsequent Purchase (as defined in the event of an IPO by way of an Offer of Existing SecuritiesPurchase Agreement) having been consummated, the Investors number of Beacon Directors shall have be reduced to two as long as Beacon holds 5% or more of the right outstanding Common Stock and the number of Stratford Directors shall be two as long as Stratford holds 5% or more of the outstanding Common Stock, provided that the number of Beacon Directors shall be reduced to one if (but not A) within six months following such termination the obligationCompany delivers to Beacon a written offer to purchase all of Beacon's shares of Series A Preferred for a cash purchase price equal to the sum of (x) to offer their Investment Securities for sale the Initial Purchase Price (as defined in the IPO, in priority to any other Shareholders of Purchase Agreement) and (y) the Company on a pro rata basis i.e., as is proportionate to their respective shareholding in the Company computed on a Fully Diluted Basis. (e) The Parties hereby agree to vote in favour of and to do all acts and deeds necessary for effecting the Qualified IPO. (f) The Promoter agrees that, in the event of an IPO, he shall offer such number of his Investment Securities for a lock-in as may be required to meet the minimum lock-in requirements under and subject to the applicable SEBI regulations and guidelines. Subject to applicable Law, the Investors shall not be required to call themselves, and the Company shall not refer to the Investors as “founder” or “promoter” in the offer documents or filings with the SEBI or any other Governmental Authorities, nor shall the Investors be required to offer any of Investment Securities held by the Investors for any lock-in requirements. (g) All fees and expenses (including inter alia payment amount of all costs relating to the listing and sponsorship, underwriting fees, listing fees, merchant bankers fees, bankers fees, brokerage, commission, and any other costs that may be incurred due to the changes to Law for the time being in force) required to be paid in respect of the IPO, shall be borne and paid by the Company. Provided that if the Law requires the Investors to bear any expenses in relation to an IPO by offer for sale or any other method, the Investors’ liability in relation thereto will be limited only to such statutory expenses under Law. (h) The Company shall indemnify the Investors to the maximum extent permitted under Law, against any Claim arising out of or relating to any misstatements and omissions of the Company in any registration statement, offering document or preliminary offering document, and like violations of applicable securities Laws by the Company or any other error or omission of the Company in connection with a public offering hereunder, other than with respect to information provided by the Investors in writing, expressly for inclusion therein.accrued but unpaid

Qualified IPO. ‌ (a) The Promoter In connection with any proposed Qualified IPO approved in accordance with this Agreement, the outstanding Membership Interests will be converted or exchanged in accordance with this Section 7.6 into equity securities of the IPO Issuer (“IPO Securities”) of the same class or series as the securities of the IPO Issuer proposed to be offered to the public in the Qualified IPO (the “Publicly Offered Securities”). In connection therewith, each outstanding Membership Interest will be converted into or exchanged for IPO Securities in a transaction or series of transactions that give effect to the provisions of Section 6.1(c), Section 6.1(d) and Section 6.1(e) (the “IPO Exchange”) such that each holder of Membership Interests will receive IPO Securities having a value equal to the same proportion of the aggregate Pre-IPO Value, if any, that such holder would have received if all of the Company’s cash and other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 6.1 as in effect immediately prior to such distribution assuming that (i) the value of the IPO Issuer immediately prior to such liquidation distribution was equal to the Pre-IPO Value and (ii) all Unvested Units were Vested Units and therefore entitled to all Withheld Amounts with respect to such Unvested Units; provided that the IPO Securities issued with respect to Unvested Units shall make best efforts remain subject to consummate an vesting in accordance with, and to the extent provided in, the applicable Award Agreement, and provided, further, that if the foregoing provisions would result in the holders of Series B Units receiving no IPO involving all Investment Securities, then the Board, in its discretion, may grant to each holder of Series B Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value to the Series B Units held by such holders and thereupon such Series B Units shall be automatically canceled. The market value of any IPO Securities issued in connection with the Investors such that the lower end of IPO Exchange will be deemed to be the price band of the Investment Securities at which the IPO is proposed Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Securities are to be consummated listed on a recognized national securities exchange. In connection with the IPO Exchange, the Board shall have the power, without the consent or approval of holders of Membership Interests, to cause the holders of the Membership Interests to contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions (i.e. with the minimum floor priceamount of IPO Securities to be received by each holder of Membership Interests being determined in accordance with this Section 7.7), is not less than 2x (two timesand each holder of Membership Interests agrees to execute such agreements, instruments, certificates, filings or papers as may be reasonably necessary to effectuate such a contribution and further grants the Sponsor a power-of-attorney in accordance with Section 12.5(b) of the Series F CCCPS Subscription Price (“Qualified IPO”)to execute or cause to be executed on such holders’ behalf any and all such agreements, within a period of 18 (eighteen) months from the Series F CCCPS Closing Date (“Exit Period”).‌instruments, certificates, filings or papers. (b) In consultation Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified IPO in accordance with the Promoter, and the Investor Shareholder Groupsthis Agreement, the Board shall be entitled to approve the transaction or transactions to effect the IPO Exchange and to take all such other actions as are required or necessary to facilitate the Qualified IPO including forming any entities required or necessary in connection with the Qualified IPO without the consent or approval of any other Person (and the Parties shall cause including any Member). If the Company toelects to exercise its rights under this Section 7.7, each of the Members shall (i) appoint lead advisor(stake such actions as may be reasonably requested by the Board in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT of repute the issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer (including a Blocker Corporation) and (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer and (ii) use commercially reasonable efforts to (x) cooperate with the other Members so that the IPO Exchange is undertaken in a timely tax-efficient manner to conduct and (y) if the Sponsor or its limited partners or investors has a structure involving ownership of all or a portion of its interests in the Company, directly or indirectly, through one or more single purpose entities (a “Blocker Corporation”), at the request of the Sponsor, merge its Blocker Corporation into the IPO and act Issuer in a tax-free reorganization, utilize such Blocker Corporation as the book running lead manager(s), and also appoint intermediaries including underwriters and bankers for consummating IPO Issuer or otherwise structure the IPOtransaction so that the Blocker Corporation is not subject to a level of corporate tax on the Qualified IPO or subsequent dividend payments or sales of stock. (c) Subject No fractional IPO Securities shall be issuable to any Member in connection with an IPO Exchange. In lieu of such fractional IPO Securities, each Member (after taking into account all IPO Securities held by such Member) shall be entitled to receive cash consideration equal to the other provisions of this Agreement, the terms and conditions fair value of such Qualified fractional IPO including Securities, as determined by the priceBoard. (d) Notwithstanding anything to the contrary in this Section 7.7, size and timing if no registration statement covering the issuance of the issueIPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, stock exchanges on which then each of the Investment Members that is not then an Accredited Investor for the purposes of the issuance of the IPO Securities are may be required, at the request and election of the Company, to be listed (i) at the cost of the Company, appoint a purchaser representative (as well such term is defined in Rule 501 under the Securities Act) reasonably acceptable to the Company or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the fair value of such IPO Securities, as other related matters shall be determined by the Board in consultation with the book running lead managers to the Qualified IPO in a timely mannerits reasonable judgment. (d) The Promoter shall offer as many Investment Securities in the IPO as may be required, under Law, to enable the listing of Investment Securities of the Company. Notwithstanding the foregoing, in the event of an IPO by way of an Offer of Existing Securities, the Investors shall have the right (but not the obligation) to offer their Investment Securities for sale in the IPO, in priority to any other Shareholders of the Company on a pro rata basis i.e., as is proportionate to their respective shareholding in the Company computed on a Fully Diluted Basis. (e) The Parties hereby agree to vote in favour of and to do all acts and deeds necessary for effecting the Qualified IPO. (f) The Promoter agrees that, in the event of an IPO, he shall offer such number of his Investment Securities for a lock-in as may be required to meet the minimum lock-in requirements under and subject to the applicable SEBI regulations and guidelines. Subject to applicable Law, the Investors shall not be required to call themselves, and the Company shall not refer to the Investors as “founder” or “promoter” in the offer documents or filings with the SEBI or any other Governmental Authorities, nor shall the Investors be required to offer any of Investment Securities held by the Investors for any lock-in requirements. (g) All fees and expenses (including inter alia payment of all costs relating to the listing and sponsorship, underwriting fees, listing fees, merchant bankers fees, bankers fees, brokerage, commission, and any other costs that may be incurred due to the changes to Law for the time being in force) required to be paid in respect of the IPO, shall be borne and paid by the Company. Provided that if the Law requires the Investors to bear any expenses in relation to an IPO by offer for sale or any other method, the Investors’ liability in relation thereto will be limited only to such statutory expenses under Law. (h) The Company shall indemnify the Investors to the maximum extent permitted under Law, against any Claim arising out of or relating to any misstatements and omissions of the Company in any registration statement, offering document or preliminary offering document, and like violations of applicable securities Laws by the Company or any other error or omission of the Company in connection with a public offering hereunder, other than with respect to information provided by the Investors in writing, expressly for inclusion therein.

Qualified IPO. ‌ (aA) The Promoter If a Final Reclassification occurs in connection with a Qualified IPO and the Board reasonably determines, in good faith, that a change of control under an indenture or credit agreement to which the Company or any of its Subsidiaries is a party or a transfer of control under the Partnership Agreement would reasonably be expected to have material adverse consequences for the Company, then the Company shall make best efforts reclassify its Equity Securities immediately prior to consummate an the consummation of the Qualified IPO involving all Investment Securities in order to create a class of super-voting common stock that will be held by the Investors such that Series A Securityholders and the lower end of the price band of the Investment Securities at which the IPO is proposed to be consummated (i.e. the minimum floor price), is not less than 2x (two times) former holders of the Series F CCCPS Subscription Price B Voting Preferred Stock (the “Series B Securityholders”) (convertible into ordinary common stock on a one-for-one basis) and that will allow the Series A Securityholders to cast a majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders after the consummation of the Qualified IPO”), within a period of 18 (eighteen) months from ; provided that the Series F CCCPS Closing Date (“Exit Period”).‌ (b) In consultation with the Promoter, and the Investor Shareholder Groups, the Board A Securityholders shall (and the Parties shall cause the Company to) appoint lead advisor(s) of repute agree to exercise such control in a timely manner so as to conduct replicate as closely as possible the IPO and act arrangements described in the Charter as the book running lead manager(s), and also appoint intermediaries including underwriters and bankers for consummating the IPO. (c) Subject to the other provisions of this Agreement, the terms and conditions of such Qualified IPO including the price, size and timing of the issue, stock exchanges on which the Investment Securities are to be listed as well as other related matters shall be determined by the Board in consultation with the book running lead managers effect immediately prior to the Qualified IPO (including in particular the consent rights of the Series B Securityholders) and shall vote their shares so as to cause an appropriately-adjusted number of directors (consistent with majority control and independence requirements), which shall be at least one, nominated by a majority in interest of the Series B Securityholders to be elected to the Board; provided further that the Series A Securityholders may only convert such number of their super-voting common shares into ordinary common shares as would not result in a timely manner. (d) The Promoter shall offer as many Investment Securities in change of control or transfer of control that is the IPO as may be required, under Law, to enable the listing of Investment Securities subject of the CompanyBoard’s determination. Notwithstanding the foregoing, if the Company’s Independent Directors determine that the circumstances that would have reasonably been expected to have material adverse consequences for the Company referred to in the preceding sentence in the event of such a change of control or transfer of control have ceased to exist, then the Series A Securityholders shall convert a sufficient number of the shares of super-voting common stock held by them into ordinary common stock to give the Series B Securityholders the ability to cast the majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders; provided that the Series B Securityholders shall vote their shares so as to cause an IPO appropriately-adjusted number of directors (consistent with majority control and independence requirements), which shall be at least one, nominated by way a majority in interest of an Offer of Existing Securities, the Investors shall have Series A Securityholders to be elected to the right (but not Board and to cause Xx. Xxxxxxx to be elected to the obligation) to offer their Investment Securities for sale in the IPO, in priority to any other Shareholders Board so long as he serves as chief executive officer of the Company on (it being understood and agreed that the foregoing obligations of the Series B Securityholders shall not limit the Series B Securityholders’ authority to cause the size of the Board to be increased); and provided further, that if the Series B Securityholders Transfer or have Transferred (other than to a pro rata basis i.e.Permitted Assignee) 50% or more of the Series D Non-Voting Preferred Stock (or Equity Securities into which such stock may be converted) held by them as of the date hereof, as is proportionate to their respective shareholding in the Company computed on a Fully Diluted BasisSeries B Securityholders shall convert all of the shares of the super-voting common stock held by them into ordinary common stock. (eB) The Parties hereby agree If a Final Reclassification occurs in connection with a Qualified IPO, the Board has not made the determination described in the first sentence of paragraph (A) of this Section 4(d)(iii) and the managing underwriters have advised the Company that in their opinion the Company may create equity arrangements that will allow the Securityholders controlling the Company immediately prior to the consummation of the Qualified IPO to maintain such control after the consummation of the Qualified IPO without having an adverse effect on the consummation of the Qualified IPO or the price of the Company Common Stock to be sold therein, then the Company shall reclassify its Equity Securities immediately prior to the consummation of the Qualified IPO in order to create a class of super-voting common stock that will be held by the Series A Securityholders and the Series B Securityholders (convertible into ordinary common stock on a one-for-one basis) and will allow the Series B Securityholders to cast a majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders after the consummation of the Qualified IPO; provided that the Series B Securityholders shall vote their shares so as to cause an appropriately-adjusted number of directors (consistent with majority control and independence requirements), which shall be at least one, nominated by a majority in favour interest of the Series A Securityholders to be elected to the Board and to do cause Xx. Xxxxxxx to be elected to the Board so long as he serves as chief executive officer of the Company (it being understood and agreed that the foregoing obligations of the Series B Securityholders shall not limit the Series B Securityholders’ authority to cause the size of the Board to be increased); and provided further, that if the Series B Securityholders Transfer or have Transferred (other than to a Permitted Assignee) 50% or more of the Series D Non-Voting Preferred Stock (or Equity Securities into which such stock may be converted) held by them as of the date hereof, the Series B Securityholders shall convert a sufficient number of shares of the super-voting common stock held by them into ordinary common stock to give the Series A Securityholders the ability to cast the majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders; and provided further, that if the Series A Securityholders Transfer or have Transferred (other than to a Permitted Assignee) 50% or more of the Series C Non-Voting Preferred Stock (or Equity Securities into which such stock may be converted) held by them as of the date hereof, the Series A Securityholders shall convert all acts of the shares of the super-voting common stock held by them into ordinary common stock. (C) If a Final Reclassification occurs in connection with a Qualified IPO, the Board has not made the determination described in the first sentence of paragraph (A) of this Section 4(d)(iii) and deeds necessary for effecting the managing underwriters have not advised the Company that in their opinion the Company may create equity arrangements that will allow the Securityholders controlling the Company immediately prior to the consummation of the Qualified IPO to maintain such control after the consummation of the Qualified IPO without having an adverse effect on the consummation of the Qualified IPO or the price of the Company Common Stock to be sold therein, then no such equity arrangements shall be put in place prior to the consummation of the Qualified IPO. (f) The Promoter agrees that, in the event of an IPO, he shall offer such number of his Investment Securities for a lock-in as may be required to meet the minimum lock-in requirements under and subject to the applicable SEBI regulations and guidelines. Subject to applicable Law, the Investors shall not be required to call themselves, and the Company shall not refer to the Investors as “founder” or “promoter” in the offer documents or filings with the SEBI or any other Governmental Authorities, nor shall the Investors be required to offer any of Investment Securities held by the Investors for any lock-in requirements. (g) All fees and expenses (including inter alia payment of all costs relating to the listing and sponsorship, underwriting fees, listing fees, merchant bankers fees, bankers fees, brokerage, commission, and any other costs that may be incurred due to the changes to Law for the time being in force) required to be paid in respect of the IPO, shall be borne and paid by the Company. Provided that if the Law requires the Investors to bear any expenses in relation to an IPO by offer for sale or any other method, the Investors’ liability in relation thereto will be limited only to such statutory expenses under Law. (h) The Company shall indemnify the Investors to the maximum extent permitted under Law, against any Claim arising out of or relating to any misstatements and omissions of the Company in any registration statement, offering document or preliminary offering document, and like violations of applicable securities Laws by the Company or any other error or omission of the Company in connection with a public offering hereunder, other than with respect to information provided by the Investors in writing, expressly for inclusion therein.

Qualified IPO. ‌ (a) The Promoter In connection with any proposed Qualified IPO approved in accordance with this Agreement, subject to Section 7.4(e), the outstanding Membership Interests will be converted or exchanged in accordance with this Section 7.4 into equity securities of the IPO Issuer (“IPO Securities”) of the same class or series as the securities of the IPO Issuer proposed to be offered to the public in the Qualified IPO (the “Publicly Offered Securities”). In connection therewith, each outstanding Membership Interest will be converted into or exchanged for IPO Securities in a transaction or series of transactions that give effect to the provisions of Section 6.1(c), Section 6.1(d), Section 6.1(e) and Section 6.1(f) (the Company “IPO Exchange”) such that each Member will receive IPO Securities having an aggregate value equal to the proceeds that such Member would have received if all of the then outstanding Membership Interests were sold for cash proceeds equal to the Pre-IPO Value and such proceeds were distributed to the Members pursuant to the rights and preferences set forth in Section 6.1(c) as in effect immediately prior to such distribution; provided that, if the foregoing provisions would result in the holders of Series D Units receiving no IPO Securities, then the Board shall make best efforts grant to consummate an each holder of Series D Units options to purchase IPO involving all Investment Securities that are at the time of such grant reasonably equivalent in value to the Series D Units held by such holders and thereupon such Series D Units shall be automatically canceled. The market value of any IPO Securities issued in connection with the Investors such that the lower end of IPO Exchange will be deemed to be the price band of the Investment Securities at which the IPO is proposed Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation in the country or countries in which the Publicly Offered Securities are to be consummated listed on a recognized national securities exchange. In connection with the IPO Exchange, the Board shall have the power, without the consent or approval of holders of Membership Interests, to cause the holders of the Membership Interests to contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions (i.e. with the minimum floor priceamount of IPO Securities to be received by each holder of Membership Interests being determined in accordance with this Section 7.4), is not less than 2x (two timesand each holder of Membership Interests agrees to execute such agreements, instruments, certificates, filings or papers as may be reasonably necessary to effectuate such a contribution and further grants the Board a power-of-attorney in accordance with Section 12.5(b) of the Series F CCCPS Subscription Price (“Qualified IPO”)to execute or cause to be executed on such holders’ behalf any and all such agreements, within a period of 18 (eighteen) months from the Series F CCCPS Closing Date (“Exit Period”).‌instruments, certificates, filings or papers. (b) In consultation Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified IPO in accordance with the Promoter, and the Investor Shareholder Groupsthis Agreement, the Board shall be entitled to approve the transaction or transactions to effect the IPO Exchange and to take all such other actions as are required or necessary to facilitate the Qualified IPO including forming any entities required or necessary in connection with the Qualified IPO without the consent or approval of any other Person (and the Parties shall cause including any Member). If the Company toelects to exercise its rights under this Section 7.4, each of the Members shall (i) appoint lead advisor(stake such actions as may be reasonably requested by the Board in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all of repute the issued and outstanding Membership Interests or the assets of the Company to an IPO Issuer (including a Blocker Corporation) and (y) such actions as are required in order to merge or consolidate the Company into or with an IPO Issuer and (ii) use commercially reasonable efforts to (x) cooperate with the other Members so that the IPO Exchange is undertaken in a timely tax-efficient manner to conduct and (y) if the Sponsor or its limited partners or investors has a structure involving ownership of all or a portion of its interests in the Company, directly or indirectly, through one or more single purpose entities (a “Blocker Corporation”), at the request of the Sponsor, merge its Blocker Corporation into the IPO and act Issuer in a tax-free reorganization, utilize such Blocker Corporation as the book running lead manager(s), and also appoint intermediaries including underwriters and bankers for consummating IPO Issuer or otherwise structure the IPOtransaction so that the Blocker Corporation is not subject to a level of corporate tax on the Qualified IPO or subsequent dividend payments or sales of stock. (c) Subject No fractional IPO Securities shall be issuable to any Member in connection with an IPO Exchange. In lieu of such fractional IPO Securities, each Member (after taking into account all IPO Securities held by such Member) shall be entitled to receive cash consideration equal to the other provisions of this Agreement, the terms and conditions fair value of such Qualified fractional IPO including the priceSecurities, size and timing of the issue, stock exchanges on which the Investment Securities are to be listed as well as other related matters shall be determined by the Board in consultation with the book running lead managers to the Qualified IPO in a timely mannerBoard. (d) The Promoter shall offer as many Investment Notwithstanding anything to the contrary in this Section 7.4, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO as Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor for the purposes of the issuance of the IPO Securities may be required, under Law, to enable at the listing of Investment Securities request and election of the Company. Notwithstanding , to (i) at the foregoingcost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the event Securities Act) reasonably acceptable to the Company or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the fair value of such IPO by way of an Offer of Existing Securities, as determined by the Investors shall have the right (but not the obligation) to offer their Investment Securities for sale in the IPO, in priority to any other Shareholders of the Company on a pro rata basis i.e., as is proportionate to their respective shareholding in the Company computed on a Fully Diluted BasisBoard. (e) The Parties hereby agree Notwithstanding anything contrary in this Agreement, the Board, with approval of the Sponsor, may effect a Qualified IPO through a series of transactions in which either (i) the assets of the Company are contributed to vote a wholly-owned subsidiary of the Company, such subsidiary is the IPO Issuer and the IPO Securities are held by the Company following the Qualified IPO, or (ii) prior to the Qualified IPO, a new limited liability company (“Newco”) with governing documents substantially the same as the governing documents of the Company is formed, the interests in favour the Company are exchanged for interests in Newco, the Company or a successor to the Company is the IPO Issuer and the IPO Securities are held by Newco following the Qualified IPO. In the event of and such an election, the Company or Newco may remain in existence for a period not to do all acts and deeds necessary for effecting exceed 18 months after the closing of the Qualified IPO. (f) The Promoter agrees that, in the event of an IPO, he shall offer such number of his Investment Securities for a lock-in as may be required to meet the minimum lock-in requirements under and subject to the applicable SEBI regulations and guidelines. Subject to applicable Law, the Investors shall not be required to call themselves, and the Company shall not refer to the Investors as “founder” or “promoter” in the offer documents or filings with the SEBI or any other Governmental Authorities, nor shall the Investors be required to offer any of Investment Securities held by the Investors for any lock-in requirements. (g) All fees and expenses (including inter alia payment of all costs relating to the listing and sponsorship, underwriting fees, listing fees, merchant bankers fees, bankers fees, brokerage, commission, and any other costs that may be incurred due to the changes to Law for the time being in force) required to be paid in respect of the IPO, shall be borne and paid by the Company. Provided that if the Law requires the Investors to bear any expenses in relation to an IPO by offer for sale or any other method, the Investors’ liability in relation thereto will be limited only to such statutory expenses under Law. (h) The Company shall indemnify the Investors to the maximum extent permitted under Law, against any Claim arising out of or relating to any misstatements and omissions of the Company in any registration statement, offering document or preliminary offering document, and like violations of applicable securities Laws by the Company or any other error or omission of the Company in connection with a public offering hereunder, other than with respect to information provided by the Investors in writing, expressly for inclusion therein.