Common use of Qualified Public Offering Clause in Contracts

Qualified Public Offering. (a) A Qualified Public Offering may be initiated with Series A-2 Approval. The Member or Members initiating a Qualified Public Offering pursuant to this Section 7.6(a) are referred to as the “IPO Initiating Members.” Any action or determination to be made by the IPO Initiating Members may be made by the one or more IPO Initiating Members that constitute a majority of the Series A-2 Units held by all IPO Initiating Members. (b) In connection with any proposed Qualified Public Offering approved in accordance with Section 7.6(a) of this Agreement, if required by the IPO Initiating Members, the outstanding Membership Interests may be exchanged in accordance with this Section 7.6 (the “IPO Exchange”) into equity securities of the IPO Issuer and/or its general partner (“IPO Securities”) as reasonably determined by the IPO Initiating Members; provided, that, each Class A Member shall receive the same proportion of each type (e.g., class, series, etc.) of IPO Securities of the IPO Issuer and its general partner (if applicable). In connection with any IPO Exchange, each outstanding Membership Interest will be exchanged for IPO Securities such that each holder of Membership Interests will receive IPO Securities having a value equal to the amount that such holder would have received if, immediately prior to the consummation of the Qualified Public Offering, all of the Company’s assets had been sold for their Fair Market Values and the resulting amount had been distributed by the Company pursuant to the rights and preferences set forth in Section 12.3(b) as in effect immediately prior to such distribution assuming that all Unvested Class B Units were Vested Class B Units and therefor entitled to all Unvested Distribution Amounts with respect to such Unvested Class B Units. Notwithstanding the foregoing: (i) in making the determination of the Fair Market Value of the Company’s assets described in the second sentence in this Section 7.6(b), the IPO Initiating Members shall take into account the offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions; (ii) any IPO Securities issued with respect to Unvested Class B Common Units shall remain subject to any applicable vesting in accordance with, and to the extent provided in, this Agreement and the applicable Equity Award Agreements; (iii) if the IPO Securities will include multiple classes of securities (including any subordinated interests, general partner interest or incentive distribution rights) in the IPO Issuer or its general partner, then the IPO Exchange shall be structured in a manner such that each holder of Membership Interests receives substantially the same proportionate share of the Publicly Offered Securities and of each such other class of securities, or otherwise shares proportionately the economic benefits of such class of securities, as each other holder of Membership Interests (taking into account the amount that would be received by each such holder in the hypothetical Liquidation Event described in the second sentence in this Section 7.6(b)); and (iv) if the distribution described in the second sentence in this Section 7.6(b) would result in the holders of Class B Common Units receiving no amount upon such a hypothetical Liquidation Event, then the IPO Initiating Members may determine to have such Class B Common Units cancelled for no consideration. (c) If, in connection with the IPO Exchange, the IPO Initiating Members reasonably determine that it is advisable to have the holders of the Membership Interests contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions pursuant to an agreement that provides for the exchange of Membership Interests into IPO Securities of such Person or Persons (with the amount of IPO Securities to be received by each such holder being determined in accordance with this Section 7.6), each holder of Membership Interests agrees to participate in such an exchange. For the sake of clarity, the IPO Initiating Members may elect, in connection with a proposed Qualified Public Offering where a Subsidiary of the Company or another entity that is not the Company or its successor is the IPO Issuer, not to cause an IPO Exchange in connection therewith and, to the extent such an IPO Exchange does not occur, this Agreement may continue in effect after a Qualified Public Offering in accordance with its terms. (d) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified Public Offering in accordance with this Agreement, the IPO Initiating Members, 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 Public Offering including: (i) determining the terms of the organizational documents of the IPO Issuer and its general partner; (ii) forming any entities required or necessary in connection with the Qualified Public Offering; (iii) transferring or causing to be transferred any assets between or among the Company, the IPO Issuer and any of the Company’s Subsidiaries; and (iv) subject to Section 13.5, amending the terms of this Agreement, in each case without the consent or approval of any other Person (including the Board). If IPO Initiating Members elect to exercise rights to initiate a Qualified Public Offering under this Section 7.6, in addition to, and without limitation of, the covenants set forth in Section 7.9, each of the Members and the Board shall (and shall cause Affiliates of MHR to) (i) take such actions as may be reasonably requested in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all of the issued and outstanding Membership Interests or assets of the Company to an IPO Issuer or its general partner (including a Blocker Corporation) and (y) such actions as may be required in order to merge or consolidate the Company into or with an IPO Issuer or its general partner and (ii) use commercially reasonable efforts to (A) subject to clause (B) of this sentence, cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner for the Members and (B) if any Institutional Investor 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 Blocker Corporations, at the request of such Institutional Investor and with Series A-2 Approval, merge its Blocker Corporation into the IPO Issuer in a transaction described in Section 351 of the Code for each Member and utilize any such Blocker Corporation as the IPO Issuer. (e) Each Member shall sell any fractional Publicly Offered Securities owned by such party (after taking into account all Publicly Offered Securities held by such party) to the IPO Issuer upon the request of the Company in connection with or in anticipation of the consummation of a Qualified Public Offering, for cash consideration equal to the Fair Market Value of such fractional securities. (f) Notwithstanding anything to the contrary in this Section 7.6, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required, at the request and election of the IPO Initiating Members, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Members or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the Fair Market Value of such IPO Securities as determined in accordance with the applicable provisions in the definition of Fair Market Value. (g) If so requested by any Series A-2 Member, the certificate of incorporation (if the IPO Issuer is a corporation) or other organizational documents (if the IPO Issuer is a Person other than a corporation) of the IPO Issuer shall include a provision substantially the same as Section 8.5 hereof.

Qualified Public Offering. (a) A Qualified Public Offering may be initiated and approved by the General Partner solely in compliance with Series A-2 Approval. The Member or Members initiating a Qualified Public Offering pursuant to this Section 7.6(a) are referred to as the “IPO Initiating Members.” Any action or determination to be made by the IPO Initiating Members may be made by the one or more IPO Initiating Members that constitute a majority of the Series A-2 Units held by all IPO Initiating Members7.8. (b) In connection with any proposed Qualified Public Offering approved in accordance with Section 7.6(a) of this Agreement, if required by the IPO Initiating MembersGeneral Partner, the outstanding Membership Interests Common Units may be converted or exchanged in accordance with this Section 7.6 7.8 into (the “IPO Exchange”x) into equity securities of the IPO Issuer and/or its general partner (“IPO Securities”) as reasonably determined by the IPO Initiating Members; provided, that, each Class A Member shall receive of the same proportion of each type (e.g., class, series, etc.) of IPO Securities class or series as the securities of the IPO Issuer and its general partner proposed to be offered to the public in the Qualified Public Offering (if applicablethe “Publicly Offered Securities”) or (y) in connection with a Simplification Transaction, into Equity Interests in the MLP that are listed on a National Securities Exchange (“Simplification Securities” and, together with the IPO Securities, the “Exchange Securities”). In connection with any IPO Exchangetherewith, each outstanding Membership Interest will Common Unit may be converted into or exchanged for IPO Securities or Simplification Securities, as applicable, in a transaction or series of transactions (the “Exchange”) such that each holder of Membership Interests Common Units will receive the same number of IPO Securities having a value equal to the amount that such holder would have received ifor Simplification Securities, immediately prior to the consummation of the Qualified Public Offeringas applicable, all of the Company’s assets had been sold for their Fair Market Values and the resulting amount had been distributed by the Company pursuant to the rights and preferences set forth in Section 12.3(b) as in effect immediately prior to such distribution assuming that all Unvested Class B Units were Vested Class B Units and therefor entitled to all Unvested Distribution Amounts with respect to such Unvested Class B Units. Notwithstanding the foregoing: (i) in making the determination of the Fair Market Value of the Company’s assets described in the second sentence in this Section 7.6(b), the IPO Initiating Members shall take into account the offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions; (ii) any IPO Securities issued with respect to Unvested Class B Common Units shall remain subject to any applicable vesting in accordance with, and to the extent provided in, this Agreement and the applicable Equity Award Agreements; (iii) if the IPO Securities will include multiple classes of securities (including any subordinated interests, general partner interest or incentive distribution rights) in the IPO Issuer or its general partner, then the IPO Exchange shall be structured in a manner such that each holder of Membership Interests receives substantially the same proportionate share of the Publicly Offered Securities and of each such other class of securities, or otherwise shares proportionately the economic benefits of such class of securities, Unit as each other holder of Membership Interests (taking into account the amount that would be received by each such holder in the hypothetical Liquidation Event described in the second sentence in this Section 7.6(b)); and (iv) if the distribution described in the second sentence in this Section 7.6(b) would result in the holders of Class B Common Units receiving no amount upon such a hypothetical Liquidation Event, then receives; provided that the IPO Initiating Members General Partner may determine in its sole discretion elect to have such Class B provide for additional Exchange Securities to be issued in respect of Common Units cancelled for no consideration. (c) held by the Investor Partners without an equivalent number being issued in respect of other outstanding Common Units in order to satisfy the requirements of Section 7.8(c). If, in connection with the IPO Exchange, the IPO Initiating Members reasonably determine General Partner determines that it is advisable to have the holders of the Membership Interests contribute all of the Membership Interests to Common Units contributed by the IPO Issuer holders thereof in one or a series of transactions (including by merger, conversion, consolidation or otherwise) to the IPO Issuer or the MLP, as applicable, pursuant to an agreement that provides for the exchange of Membership Interests into IPO Securities or Simplification Securities, as applicable, of such Person or Persons (with the amount of IPO Securities or Simplification Securities, as applicable, to be received by each such holder being determined in accordance with this Section 7.67.8), each holder of Membership Interests Common Units agrees to participate in such an exchange (whether effected by contribution, exchange. For , merger, conversion, consolidation or otherwise); provided, that no holder of Common Units shall be required to make any representations or warranties regarding the sake of clarity, Common Units or the IPO Initiating Members may elect, Partnership in connection with a proposed Qualified Public Offering where a Subsidiary of such exchange except for the Company Fundamental Representations. (c) Notwithstanding Section 7.8(a) or another entity that is Section 7.8(b), the General Partner may not the Company or its successor is the IPO Issuer, not to cause an IPO Exchange in connection therewith and, to the extent such an IPO Exchange does not occur, this Agreement may continue in effect after consummate a Qualified Public Offering unless the value of the Exchange Securities owned by the Investor Partners immediately following consummation of the Qualified Public Offering together with any cash proceeds received by the Investor Partners in accordance with its termsthe Qualified Public Offering equal or exceed the Minimum Investor Return. For purposes of calculating the value of the Exchange Securities owned by the Investor Partners immediately following the consummation of the Qualified Public Offering, such securities will be deemed to have a value equal to ninety percent (90%) of (i) in the case of IPO Securities, the price at which such Publicly Offered Securities are first sold to the public in the Qualified Public Offering as stated in the prospectus relating to such Qualified Public Offering, and (ii) in the case of Simplification Securities, their VWAP Price. (d) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified Public Offering in accordance with this AgreementSection 7.8, the IPO Initiating Members, General Partner 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 Public Offering including: (i) determining the terms of the organizational documents of the IPO Issuer and its general partneror the MLP, as applicable; (ii) forming any entities required or necessary in connection with the Qualified Public Offering; (iii) transferring or causing to be transferred any assets between or among the CompanyGeneral Partner, the Partnership, the IPO Issuer Issuer, the MLP and any of the Company’s their respective Subsidiaries; and (iv) subject to Section 13.5, amending the terms of this Agreement, in each case without the consent or approval of any other Person (including the BoardLimited Partners). If IPO Initiating Members elect the General Partner elects to exercise rights to initiate a Qualified Public Offering under this Section 7.6, in addition to, and without limitation of, the covenants set forth in Section 7.97.8, each of the Members and the Board Limited Partners shall (and shall cause Affiliates of MHR to) (i) take such actions as may be reasonably requested by the General Partner in connection with consummating the IPO offering and the Exchange, including (x) including, if requested by the underwriters to such actions as are required offering, to transfer all enter into a customary letter agreement with such underwriters providing that such Limited Partner will not effect any public sale or distribution of the issued and outstanding Membership Interests or assets Publicly Offered Securities during the 180 calendar day period beginning on the pricing of such offering, provided that the duration of the Company to an foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the IPO Issuer or its general partner (including a Blocker Corporation) and (y) such actions as may be required in order to merge the officers, directors or consolidate the Company into or with an IPO Issuer or its general partner and (ii) use commercially reasonable efforts to (A) subject to clause (B) any other Affiliate of this sentence, cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner for the Members and (B) if any Institutional Investor 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 Blocker Corporations, at the request of such Institutional Investor and with Series A-2 Approval, merge its Blocker Corporation into the IPO Issuer in on whom a transaction described in Section 351 of the Code for each Member and utilize any such Blocker Corporation as the IPO Issuerrestriction is imposed. (e) Each Member Limited Partner shall sell any fractional Publicly Offered IPO Securities or Simplification Securities, as applicable, owned by such party (after taking into account all Publicly Offered IPO Securities or Simplification Securities, as applicable, held by such party) to the IPO Issuer or the MLP, as applicable, upon the request of the Company General Partner in connection with or in anticipation of the consummation of a Qualified Public Offering, for cash consideration equal to the Fair Market Value of such fractional securities. (f) Notwithstanding anything to the contrary in this Section 7.67.8, if no registration statement covering the issuance of the IPO Securities or Simplification Securities, as applicable, to the Members Partners in the IPO Exchange has been declared effective under the Securities Act, then each of the Members Partners that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required, at the request and election of the IPO Initiating MembersGeneral Partner, to (i) at the cost of the CompanyPartnership, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Members Partners or (ii) agree to accept cash in lieu of any IPO Securities or Simplification Securities, as applicable, such Member Partner would otherwise receive in an amount equal to the Fair Market Value of such IPO Securities or Simplification Securities, as determined in accordance with the applicable provisions in the definition of Fair Market Valueapplicable. (g) If so requested by any Series A-2 Member, the certificate of incorporation (if the IPO Issuer is a corporation) or other organizational documents (if the IPO Issuer is a Person other than a corporation) of the IPO Issuer shall include a provision substantially the same as Section 8.5 hereof.

Qualified Public Offering. (a) A Qualified Public Offering may be initiated and approved by the holders of Class A Units acting with Series A-2 Requisite Investor Approval. The Member or Members initiating a Qualified Public Offering pursuant to this Section 7.6(a) 9.9 are referred to as the “IPO Initiating Members.” Any action or determination to be made by the IPO Initiating Members may be made by the one or more IPO Initiating Members that constitute a majority of the Series A-2 Units held by all IPO Initiating Members.” (b) In connection with any proposed Qualified Public Offering approved in accordance with Section 7.6(a) of this Agreement, if required by the IPO Initiating Members, the outstanding Membership Interests Units may be converted or exchanged in accordance with this Section 7.6 9.9 (the “IPO Exchange”) into equity securities of the IPO Issuer and/or its general partner (an “IPO GP”) (if applicable) (“IPO Securities”) as reasonably determined by the IPO Initiating Members); provided, that, each Class A Member that all Units so converted or exchanged shall receive be converted or exchanged into the same proportion of each type (e.g., class, series, etc.) class and/or series of IPO Securities. IPO Securities issued in connection with any IPO Exchange in exchange for Units may or may not include, in whole or in part, equity securities of the IPO Issuer and its general partner of the same class or series as the securities of the IPO Issuer proposed to be offered to the public in the Qualified Public Offering (if applicablethe “Publicly Offered Securities”). In connection with any IPO Exchange, each outstanding Membership Interest Unit will be converted into or exchanged for IPO Securities such that each holder of Membership Interests Units will receive IPO Securities having a value equal to the amount that such holder would have received if, immediately prior to the consummation of the Qualified Public Offering, all of the Company’s assets had been sold for their Fair Market Values (which Fair Market Values shall be determined, if applicable, taking into account the expected offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions) and the resulting amount had been distributed by the Company pursuant to the rights and preferences set forth in Section 12.3(b) 5.1 and Section 10.3 as in effect immediately prior to such distribution assuming that all Unvested Class B Units were Vested Class B Units and therefor entitled to all Unvested Distribution Amounts with respect to such Unvested Class B Unitsdistribution. Notwithstanding the foregoing: (i) in making the determination of the Fair Market Value of the Company’s assets described in the second sentence in this Section 7.6(b), the IPO Initiating Members shall take into account the offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions; (ii) any IPO Securities issued with respect to Unvested Class B Common Units shall remain subject to any applicable vesting in accordance with, and to the extent provided in, this Agreement and the applicable Equity Award Agreements; (iii) if the IPO Securities will include multiple classes of securities (including any subordinated interests, general partner interest or incentive distribution rights) in the IPO Issuer or its general partneran IPO GP, or will include the implementation of an “Up-C” or similar structure, then the IPO Exchange shall be structured in a manner such that each holder of Membership Interests receives Units has the right to elect to receive substantially the same proportionate share of the Publicly Offered Securities and of each such other class of securities, or otherwise shares proportionately the economic benefits of such class of securities, as each other holder of Membership Interests Units (taking into account the amount that would be received by each such holder in the hypothetical Liquidation Event Distribution described in the second sentence in this Section 7.6(bimmediately preceding sentence)); and (iv) if the distribution described in the second sentence in this Section 7.6(b) would result in the holders of Class B Common Units receiving no amount upon such a hypothetical Liquidation Event, then the IPO Initiating Members may determine to have such Class B Common Units cancelled for no consideration. (c) If, in connection with the IPO Exchange, the IPO Initiating Members reasonably determine that it is advisable to have the holders of the Membership Interests Units contribute all of the Membership Interests Units to the IPO Issuer and/or an IPO GP in one or a series of transactions pursuant to an agreement that provides for the exchange of Membership Interests Units into IPO Securities of such Person or Persons (with the amount of IPO Securities to be received by each such holder being reasonably determined in accordance with this Section 7.69.9), each holder of Membership Interests Units agrees to participate in such an exchange. For the sake of clarity, the IPO Initiating Members may elect, in connection with a proposed Qualified Public Offering where a Subsidiary subsidiary of the Company or another entity that is not the Company or its successor is the IPO Issuer, not to cause an IPO Exchange in connection therewith and, to the extent such an IPO Exchange does not occur, this Agreement may continue in effect after a Qualified Public Offering in accordance with its terms. (d) Notwithstanding Subject to Section 9.9(b), but notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified Public Offering in accordance with this Agreement, the IPO Initiating Members, Members 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 Public Offering including: (i) determining the terms of the organizational documents of the IPO Issuer and its general partnerthe IPO GP (if applicable); (ii) forming any entities required or necessary in connection with the Qualified Public OfferingOffering (including any IPO GP); (iii) transferring or causing to be transferred any assets between or among the Company, the IPO Issuer and any of the Company’s Subsidiariessubsidiaries; and (iv) subject to Section 13.512.1, amending the terms of this Agreement, in each case without the consent or approval of any other Person (including the Board). If the IPO Initiating Members elect to exercise rights to initiate a Qualified Public Offering under this Section 7.6, in addition to, and without limitation of, the covenants set forth in Section 7.99.9, each of the Members and the Board shall (and shall cause Affiliates of MHR to) (i) take such actions as may be reasonably requested in connection with consummating the IPO Exchange, including (xA) such actions as are required to transfer Transfer all of the issued and outstanding Membership Interests Units or assets of the Company to an IPO Issuer or its general partner (including a Blocker Corporation) and (yB) such actions as may be are required in order to merge or consolidate the Company into or with an IPO Issuer or its general partner and (ii) use commercially reasonable efforts to (A) subject to clause (B) of this sentence, cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner for the Members and (B) if any Institutional Investor 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 Blocker Corporations, at the request of such Institutional Investor and with Series A-2 Approval, merge its Blocker Corporation into the IPO Issuer in a transaction described in Section 351 of the Code for each Member and utilize any such Blocker Corporation as the IPO IssuerGP. (e) Each Member shall sell any fractional Publicly Offered IPO Securities owned by such party (after taking into account all Publicly Offered IPO Securities held by such party) to the IPO Issuer or IPO GP, as applicable, upon the request of the Company in connection with or in anticipation of the consummation of a Qualified Public Offering, for cash consideration equal to the Fair Market Value of such fractional securities. (f) Notwithstanding anything to the contrary in this Section 7.69.9, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor (without regard to Rule 501(a)(4)) under the Securities Act) may be required, at the request and election of the IPO Initiating Members, to to: (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Members IPO Initiating Members; or (ii) agree to accept cash in lieu of any IPO Securities which such Member that is not then an Accredited Investor would otherwise receive in an amount equal to the Fair Market Value of such IPO Securities as determined in accordance with the applicable provisions in the definition of Fair Market ValueSecurities. (g) If so requested by any Series A-2 Member, the certificate of incorporation (if the IPO Issuer is a corporation) or other organizational documents (if the IPO Issuer is a Person other than a corporation) of the IPO Issuer shall include a provision substantially the same as Section 8.5 hereof.

Qualified Public Offering. (a) A Qualified Public Offering may be initiated with Series A-2 Approval. The Member or Members initiating a Qualified Public Offering pursuant to this Section 7.6(a) are referred to as the “IPO Initiating Members.” Any action or determination to be made by the IPO Initiating Members may be made by the one or more IPO Initiating Members that constitute a majority of the Series A-2 Units held by all IPO Initiating Members. (b) In connection with any proposed Qualified Public Offering approved in accordance with Section 7.6(a) of this Agreement, if required by the each outstanding Unit (other than any Units that are IPO Initiating Members, the outstanding Membership Interests may Securities) will be converted or exchanged in accordance with this Section 7.6 4.8 into IPO Securities in a transaction or series of transactions that give effect to the provisions of Section 4.1 (the “IPO Exchange”) into equity securities of the IPO Issuer and/or its general partner (“IPO Securities”) as reasonably determined by the IPO Initiating Members; provided, that, each Class A Member shall receive the same proportion of each type (e.g., class, series, etc.) of IPO Securities of the IPO Issuer and its general partner (if applicable). In connection with any IPO Exchange, each outstanding Membership Interest will be exchanged for IPO Securities such that each holder of Membership Interests Units will receive IPO Securities having a value equal to the amount same proportion of the aggregate Pre-IPO Value that such holder would have received if, immediately prior to if the consummation of the Qualified Public Offering, all of the Company’s assets had been Company were sold for their Fair Market Values as a going concern and the resulting amount gross proceeds from such sale had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 12.3(b4.1(a) as in effect immediately prior to such distribution assuming that (i) the value of the IPO Issuer immediately prior to such liquidation distribution were equal to the Pre-IPO Value and (ii) all Unvested unvested Class B P Units were Vested vested Class B P Units and therefor therefore entitled to all Unvested Distribution Amounts distributions with respect to such Unvested unvested Class B P Units. Notwithstanding the foregoing: (i) in making the determination of the Fair Market Value of the Company’s assets described in the second sentence in this Section 7.6(b), the IPO Initiating Members shall take into account the offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions; (ii) any IPO Securities issued with respect to Unvested Class B Common Units shall remain subject to any applicable vesting in accordance with, and to the extent provided in, this Agreement and the applicable Equity Award Agreements; (iii) if the IPO Securities will include multiple classes of securities (including any subordinated interests, general partner interest or incentive distribution rights) in the IPO Issuer or its general partner, then the IPO Exchange shall be structured in a manner such that each holder of Membership Interests receives substantially the same proportionate share of the Publicly Offered Securities and of each such other class of securities, or otherwise shares proportionately the economic benefits of such class of securities, as each other holder of Membership Interests (taking into account the amount that would be received by each such holder in the hypothetical Liquidation Event described in the second sentence in this Section 7.6(b)); and (iv) if the distribution described in the second sentence in this Section 7.6(b) would result in the holders of Class B Common Units receiving no amount upon such a hypothetical Liquidation Event, then the IPO Initiating Members may determine to have such Class B Common Units cancelled for no consideration. (c) If, in connection with the IPO Exchange, the IPO Initiating Members reasonably Managers determine that it is advisable to have the holders of the Membership Interests contribute all of the Membership Interests outstanding Units contribute such Units to the IPO Issuer in one or a series of transactions pursuant to an agreement that provides for the exchange of Membership Interests Units into IPO Securities of such Person or Persons the IPO Issuer (with the amount of IPO Securities to be received by each such holder being determined in accordance with this Section 7.64.8), each holder of Membership Interests Units agrees to participate in such an exchange. For the sake of clarity, the IPO Initiating Members may elect, in connection with a proposed Qualified Public Offering where a Subsidiary of the Company or another entity that is not the Company or its successor is the IPO Issuer, not to cause an IPO Exchange in connection therewith and, to the extent such an IPO Exchange does not occur, this Agreement may continue in effect after a Qualified Public Offering in accordance with its terms. (db) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified Public Offering in accordance with this AgreementSection 6.1(c), the IPO Initiating Members, Managers 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 Public Offering including: : (i) determining the terms of the organizational documents of the IPO Issuer and its general partner; Issuer; (ii) forming any entities required or necessary in connection with the Qualified Public Offering; ; (iii) transferring or causing to be transferred any assets between or among the Company, the IPO Issuer and any of the Company’s Subsidiariessubsidiaries; and and (iv) subject to Section 13.514.6, amending the terms of this Agreement, in each case without the consent or approval of any other Person (including the BoardMembers). If IPO Initiating Members the Managers elect to exercise such rights to initiate a Qualified Public Offering under this Section 7.64.8, in addition to, and without limitation of, the covenants set forth in Section 7.9, then each of the Members and the Board shall Managers shall: (and shall cause Affiliates of MHR to) (iA) take such actions as may be reasonably requested in connection with consummating the IPO Exchange, including (x) such actions as are required or prudent to (1) transfer all of the issued and outstanding Membership Interests Units or the assets of the Company to an IPO Issuer or its general partner (including a Blocker Corporation) and (y2) such actions as may be required in order to merge or consolidate the Company into or with an IPO Issuer or its general partner and Issuer; and (iiB) use commercially reasonable efforts to (A1) subject to clause (B) of this sentence, cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner for the Members and (B2) if any Institutional Investor Member 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 CorporationsCorporation”), at the request of any such Institutional Investor Member and if approved by Members constituting or acting with Series A-2 Approvalthe approval of a Required Interest, merge its Blocker Corporation into the IPO Issuer in a transaction described in Section 351 of the Code for each Member and tax-free reorganization, utilize any such Blocker Corporation as the IPO IssuerIssuer or otherwise structure the transaction in a tax-efficient manner; provided that the interest of such persons in the IPO Issuer shall not be increased compared to the interest of such Persons immediately preceding such reorganization. (ec) Each recipient of IPO Securities shall enter into a customary lock-up agreement with the underwriters in connection with the Qualified Public Offering, with the lock-up period not to exceed 180 days, except to the extent that the managing underwriter agrees to a shorter period with respect to one or more comparable recipients, in which case such lock-up period shall not exceed such shorter period. (d) Each Member shall sell any fractional Publicly Offered IPO Securities owned by such party (after taking into account all Publicly Offered IPO Securities held by such party) to the IPO Issuer Issuer, upon the request of the Company in connection with or in anticipation of the consummation of a Qualified Public Offering, for cash consideration equal to the Fair Market Value fair market value of such fractional securitiesIPO Securities as determined by the Qualified Appraiser. (fe) Notwithstanding anything to the contrary in this Section 7.64.8, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities 1933 Act, then each of the Members Member that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required, at the request and election of the IPO Initiating MembersCompany, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities 1933 Act) reasonably acceptable to such Members the Company or (ii) agree to accept cash in lieu of any IPO Securities such non-Accredited Investor Member would otherwise receive in an amount equal to the Fair Market Value fair market value of such fractional IPO Securities as determined in accordance with by the applicable provisions in the definition of Fair Market ValueQualified Appraiser. (g) If so requested by any Series A-2 Member, the certificate of incorporation (if the IPO Issuer is a corporation) or other organizational documents (if the IPO Issuer is a Person other than a corporation) of the IPO Issuer shall include a provision substantially the same as Section 8.5 hereof.

Qualified Public Offering. (a) A Qualified Public Offering may be initiated with Series A-2 Approval. The Member or Members initiating a Qualified Public Offering pursuant to this Section 7.6(a) are referred to as the “IPO Initiating Members.” Any action or determination to be made by the IPO Initiating Members may be made by the one or more IPO Initiating Members that constitute a majority of the Series A-2 Units held by all IPO Initiating Members. (b) In connection with any proposed Qualified Public Offering approved in accordance with Section 7.6(a) of this Agreement, if required by the IPO Initiating Members, the outstanding Membership Interests may Units will be exchanged converted in accordance with this Section 7.6 7.7 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 Public Offering (the “Publicly Offered Securities”). In connection therewith, each outstanding Unit 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 “IPO Exchange”) into equity securities of the IPO Issuer and/or its general partner (“IPO Securities”) as reasonably determined by the IPO Initiating Members; provided, that, each Class A Member shall receive the same proportion of each type (e.g., class, series, etc.) of IPO Securities of the IPO Issuer and its general partner (if applicable). In connection with any IPO Exchange, each outstanding Membership Interest will be exchanged for IPO Securities such that each holder of Membership Interests Units will receive IPO Securities having a value equal to the amount same proportion of the aggregate Pre-IPO Value that such holder would have received if, immediately prior to the consummation of the Qualified Public Offering, if all of the Company’s assets had been sold for their Fair Market Values cash and the resulting amount other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 12.3(b) 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, (ii) all Unvested Class B Profits Units were Vested Class B Profits Units and therefor therefore entitled to all Unvested Distribution Withheld Amounts with respect to such Unvested Class B Profits Units. Notwithstanding , and (iii) the foregoing: (i) in making holders of Profits Units were entitled to all Retained Amounts; provided, however, that the determination of the Fair Market Value of the Company’s assets described in the second sentence in this Section 7.6(b), the IPO Initiating Members shall take into account the offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions; (ii) any IPO Securities issued with respect to Unvested Class B Common Profits Units shall remain subject to any applicable vesting in accordance with, and to the extent provided in, this Agreement and the applicable Equity Award Agreements; (iii) Restricted Unit Agreement, and provided, further, that if the IPO Securities will include multiple classes of securities (including any subordinated interests, general partner interest or incentive distribution rights) in the IPO Issuer or its general partner, then the IPO Exchange shall be structured in a manner such that each holder of Membership Interests receives substantially the same proportionate share of the Publicly Offered Securities and of each such other class of securities, or otherwise shares proportionately the economic benefits of such class of securities, as each other holder of Membership Interests (taking into account the amount that would be received by each such holder in the hypothetical Liquidation Event described in the second sentence in this Section 7.6(b)); and (iv) if the distribution described in the second sentence in this Section 7.6(b) foregoing provisions would result in the holders of Class B Common Profits Units receiving either no or only a nominal amount upon of IPO Securities, then the Board, acting in good faith, shall grant to each of such a hypothetical Liquidation Eventholders of Profits Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value in the aggregate to the Profits Units held by such holders and thereupon such Profits Units shall be automatically canceled and provided, further, that if the value of the IPO Securities to be distributed to the holders of Preferred Units in connection with the IPO Exchange is less than the amount that would be required to be distributed pursuant to Section 6.1(c) to result in the Preferred Unit Preference Amounts and BOE Preferred Unit Preference Amounts for all outstanding Preferred Units to be reduced to zero, then the IPO Initiating Members may determine Securities to have such Class B Common be distributed in exchange for the Retained Amounts shall instead be distributed to the holders of Preferred Units cancelled in an amount (to the extent possible) equal to the amount that would be required to be distributed to the holders of Preferred Units pursuant to Section 6.1(c) to result in the Preferred Unit Preference Amounts and BOE Preferred Unit Preference Amounts for all outstanding Preferred Units to be reduced to zero; provided that in no consideration. (c) event shall a holder of an LP Preferred Unit or an BOE Preferred Unit be entitled to receive hereunder more than the share of IPO Securities apportioned by the LP Allocation and the BOE Allocation, respectively, prescribed by Section 6.1(c). The market value of any IPO Securities issued in connection with the IPO Exchange will be deemed to be the price at which the Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation. If, in connection with the IPO Exchange, the IPO Initiating Members reasonably determine Board determines that it is advisable to have the holders of the Membership Interests contribute all of the Membership Interests to Units contributed by the IPO Issuer holders thereof in one or a series of transactions to the IPO Issuer pursuant to an agreement that provides for the exchange of Membership Interests Units into IPO Securities of such Person or Persons (with the amount of IPO Securities to be received by each such holder being determined in accordance with this Section 7.67.7), each holder of Membership Interests Units agrees to participate in such an exchange. For the sake of clarity, the IPO Initiating Members may elect, in connection with a proposed Qualified Public Offering where a Subsidiary of the Company or another entity that is not the Company or its successor is the IPO Issuer, not Prior to cause an effecting any IPO Exchange in connection therewith andaccordance with this Section 7.7, the Company will offer to each non-Defaulting Member that holds Series A-2 Preferred Units the option to purchase additional Series A-2 Preferred Units up to the extent amount of such an IPO Exchange does not occur, this Agreement may continue in effect after a Qualified Public Offering in accordance with its termsMember’s Remaining Commitment. (db) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified Public Offering in accordance with this Agreement, the IPO Initiating Members, 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 Public Offering including: (i) determining the terms of the organizational documents of the IPO Issuer and its general partner; (ii) forming any entities required or necessary in connection accordance with the Qualified Public Offering; (iii) transferring or causing to be transferred any assets between or among the Company, the IPO Issuer and any of the Company’s Subsidiaries; and (iv) subject to this Section 13.5, amending the terms of this Agreement, in each case 7.7 without the consent or approval of any other Person (including the Boardany Member). If IPO Initiating Members elect the Company elects to exercise its rights to initiate a Qualified Public Offering under this Section 7.6, in addition to, and without limitation of, the covenants set forth in Section 7.97.7, each of the Members and the Board shall (and shall cause Affiliates of MHR to) (i) take such actions as may be reasonably requested necessary or required in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all of the issued and outstanding Membership Interests or assets of the Company to an IPO Issuer or its general partner (including a Blocker Corporation) and (y) such actions as may be required in order to merge or consolidate the Company into or with an IPO Issuer or its general partner Exchange and (ii) use commercially reasonable efforts to (Ax) subject to clause (B) of this sentence, cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner for the Members and (By) if any Institutional Investor 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 CorporationsCorporation”), at the request of any such Institutional Investor and with Series A-2 ApprovalInvestor, merge its Blocker Corporation into the IPO Issuer in a transaction described in Section 351 of the Code for each Member and tax-free reorganization, utilize any such Blocker Corporation as the IPO IssuerIssuer or otherwise structure the transaction so that the Blocker Corporation is not subject to a level of corporate tax on the Qualified Public Offering or subsequent dividend payments or sales of stock, so long as, with respect to each of clauses (x) and (y), the foregoing could not reasonably be expected to result in any costs or liabilities that are not indemnified or reimbursed by the holders of Capital Stock or Affiliates of the Blocker Corporation or other adverse effects (other than de minimis adverse effects) to the Company or any of the Members (other than to (A) the Blocker Corporation in the event that the Blocker Corporation is neither merged nor otherwise combined with the Company or the IPO Issuer nor utilized as the IPO Issuer and (B) the Institutional Investor or its Affiliates through which the Blocker Corporation directly or indirectly holds its interest in the Company). (ec) Each Member shall sell any fractional Publicly Offered IPO Securities owned by such party (after taking into account all Publicly Offered IPO Securities held by such party) to the IPO Issuer Issuer, upon the request of the Company in connection with or in anticipation of the consummation of a Qualified Public Offering, for cash consideration equal to the Fair Market Value fair value of such fractional securities, as determined by the Board. (fd) Notwithstanding anything to the contrary in this Section 7.67.7, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required, at the request and election of the IPO Initiating MembersCompany, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Members 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 Market Value fair value of such IPO Securities Securities, as determined by the Board in accordance with the applicable provisions in the definition of Fair Market Valueits reasonable judgment. (ge) If so requested by any Series A-2 MemberInstitutional Investor that holds Preferred Units, the certificate of incorporation (if the IPO Issuer is a corporation) or other organizational documents (if the IPO Issuer is a Person other than a corporation) of the IPO Issuer shall include a provision substantially the same as Section 8.5 8.6(b) hereof.

Qualified Public Offering. (a) A If the Exit Triggering Members wish to evaluate the possibility of effecting a Qualified Public Offering, then each other Member shall (i) cooperate with the Exit Triggering Members, and (ii) cause the Representatives or the directors, as the case may be, of the applicable Atrium Group Company designated or nominated by such party to consider in good faith a proposal, if any, to effect the Qualified Public Offering. If the Company and the Exit Triggering Members decide to proceed with such a Qualified Public Offering, then each other Member shall use all commercially reasonable efforts (including entering into customary lock-up agreements) and the Company shall use its best efforts to cause such Qualified Public Offering may to occur and the common equity securities of the registering entity to be initiated with Series A-2 Approvalregistered under Section 12(b) or (g) of the Securities Act in the United States and to be listed on the NASDAQ National Market or the New York Stock Exchange (or any successor exchange, market or organization thereto). The Member or Members initiating a Qualified Public Offering pursuant to Nothing in this Section 7.6(a) are referred to as the “IPO Initiating Members.” Any action or determination to 9.8 shall be made by the IPO Initiating Members may be made by the one or more IPO Initiating Members that constitute a majority in limitation of the Series A-2 Units held by all IPO Initiating Membersrights of any Member under the Registration Rights Agreement. (b) In connection with any proposed Qualified Public Offering approved in accordance with Section 7.6(a) of this Agreement, if required by the IPO Initiating Members, the outstanding Membership Interests may be exchanged in accordance with this Section 7.6 (the “IPO Exchange”) into equity securities of the IPO Issuer and/or its general partner (“IPO Securities”) as reasonably determined by the IPO Initiating Members; provided, that, each Class A Member shall receive the same proportion of each type (e.g., class, series, etc.) of IPO Securities of the IPO Issuer and its general partner (if applicable). In connection with any IPO Exchange, each outstanding Membership Interest will be exchanged for IPO Securities such that each holder of Membership Interests will receive IPO Securities having a value equal to the amount that such holder would have received if, immediately Immediately prior to the consummation of a Qualified Public Offering in respect of the Company's common equity securities, the Members and Board will take all necessary and desirable actions in consummation of any such Qualified Public Offering, all and vote for a recapitalization of the Company’s assets Company into a corporation and/or exchange of the Units into securities (the "Reclassified Securities") the Board finds acceptable; provided, however, that (i) the Reclassified Securities provide each Member with the same or better economic interest, governance, priority and other rights and privileges as such Member had been sold for their Fair Market Values prior to such recapitalization and/or exchange and the resulting amount had been distributed by the Company pursuant to are consistent with the rights and preferences attendant to such Units as set forth in Section 12.3(b) this Agreement or applicable law as in effect immediately prior to such distribution assuming that all Unvested Class B Units were Vested Class B Units and therefor entitled to all Unvested Distribution Amounts with respect to such Unvested Class B Units. Notwithstanding the foregoing: (i) in making the determination of the Fair Market Value of the Company’s assets described in the second sentence in this Section 7.6(b), the IPO Initiating Members shall take into account the offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions; (ii) any IPO Securities issued with respect to Unvested Class B Common Units shall remain subject to any applicable vesting in accordance with, and to the extent provided in, this Agreement and the applicable Equity Award Agreements; (iii) if the IPO Securities will include multiple classes of securities (including any subordinated interests, general partner interest or incentive distribution rights) in the IPO Issuer or its general partner, then the IPO Exchange shall be structured in a manner such that each holder of Membership Interests receives substantially the same proportionate share of the Publicly Offered Securities and of each such other class of securities, or otherwise shares proportionately the economic benefits of such class of securities, as each other holder of Membership Interests (taking into account the amount that would be received by each such holder in the hypothetical Liquidation Event described in the second sentence in this Section 7.6(b)); and (iv) if the distribution described in the second sentence in this Section 7.6(b) would result in the holders of Class B Common Units receiving no amount upon such a hypothetical Liquidation Event, then the IPO Initiating Members may determine to have such Class B Common Units cancelled for no consideration. (c) If, in connection with the IPO Exchange, the IPO Initiating Members reasonably determine that it is advisable to have the holders of the Membership Interests contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions pursuant to an agreement that provides for the exchange of Membership Interests into IPO Securities of such Person or Persons (with the amount of IPO Securities to be received by each such holder being determined in accordance with this Section 7.6), each holder of Membership Interests agrees to participate in such an exchange. For the sake of clarity, the IPO Initiating Members may elect, in connection with a proposed Qualified Public Offering where a Subsidiary of the Company or another entity that is not the Company or its successor is the IPO Issuer, not to cause an IPO Exchange in connection therewith and, to the extent such an IPO Exchange does not occur, this Agreement may continue in effect after a Qualified Public Offering in accordance with its terms. (d) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified Public Offering in accordance with this Agreement, the IPO Initiating Members, 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 Public Offering including: (i) determining the terms of the organizational documents of the IPO Issuer and its general partner; (ii) forming any entities required or necessary in connection with the Qualified Public Offering; (iii) transferring or causing to be transferred any assets between or among the Company, the IPO Issuer and any of the Company’s Subsidiaries; and (iv) subject to Section 13.5, amending the terms of this Agreement, in each case without the consent or approval of any other Person (including the Board). If IPO Initiating Members elect to exercise rights to initiate a Qualified Public Offering under this Section 7.6, in addition to, and without limitation of, the covenants set forth in Section 7.9, each of the Members and the Board shall (and shall cause Affiliates of MHR to) (i) take such actions as may be reasonably requested in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all of the issued and outstanding Membership Interests or assets of the Company to an IPO Issuer or its general partner (including a Blocker Corporation) and (y) such actions as may be required in order to merge or consolidate the Company into or with an IPO Issuer or its general partner and (ii) use commercially reasonable efforts to (A) subject to clause (B) except as otherwise provided herein, the provisions of this sentence, cooperate with Agreement apply to the other Members so that Reclassified Securities and the IPO Exchange is undertaken in a tax-efficient manner for issuer thereof as such provisions apply to the Members Units and (B) if any Institutional Investor 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 Blocker Corporations, at the request of such Institutional Investor and with Series A-2 Approval, merge its Blocker Corporation into the IPO Issuer in a transaction described in Section 351 of the Code for each Member and utilize any such Blocker Corporation as the IPO Issuermutatis mutandis. (e) Each Member shall sell any fractional Publicly Offered Securities owned by such party (after taking into account all Publicly Offered Securities held by such party) to the IPO Issuer upon the request of the Company in connection with or in anticipation of the consummation of a Qualified Public Offering, for cash consideration equal to the Fair Market Value of such fractional securities. (f) Notwithstanding anything to the contrary in this Section 7.6, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required, at the request and election of the IPO Initiating Members, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Members or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the Fair Market Value of such IPO Securities as determined in accordance with the applicable provisions in the definition of Fair Market Value. (g) If so requested by any Series A-2 Member, the certificate of incorporation (if the IPO Issuer is a corporation) or other organizational documents (if the IPO Issuer is a Person other than a corporation) of the IPO Issuer shall include a provision substantially the same as Section 8.5 hereof.

Qualified Public Offering. If, prior to a Qualified Public ----------------------------- Offering (as defined in paragraph 4K), the Company shall issue any Equity Securities (as defined in paragraph 4K) consisting of Common Stock or other Equity Securities, each Founder who on the date of the notice of such proposed issuance referred to below is a full-time employee of the Company and each holder of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be entitled to purchase the portion of such Common Stock or Equity Securities to be issued necessary in order that the aggregate shares of Common Stock and Shares held by such holder constitute the same percentage of all Common Stock (assuming the conversion, exercise or exchange of all Equity Securities) after the issuance of such Common Stock or Equity Securities as before the issuance thereof; provided, however, that such preemptive right shall not apply to (a) A Qualified Public Offering may be initiated with Series A-2 Approval. The Member -------- ------- issuances of Common Stock or Members initiating a Qualified Public Offering Equity Securities pursuant to this Section 7.6(a) are referred to an Approved Plan (as the “IPO Initiating Members.” Any action or determination to be made by the IPO Initiating Members may be made by the one or more IPO Initiating Members that constitute a majority of the Series A-2 Units held by all IPO Initiating Members. defined in paragraph 4K), (b) In connection with any proposed Qualified Public Offering approved in accordance with Section 7.6(a) issuances of this Agreement, if required by the IPO Initiating Members, the outstanding Membership Interests may be exchanged in accordance with this Section 7.6 (the “IPO Exchange”) into equity securities of the IPO Issuer and/or its general partner (“IPO Securities”) as reasonably determined by the IPO Initiating Members; provided, that, each Class A Member shall receive the same proportion of each type (e.g., class, series, etc.) of IPO Common Stock or Equity Securities of the IPO Issuer and its general partner (if applicable). In connection with any IPO Exchange, each outstanding Membership Interest will be exchanged for IPO Securities such that each holder of Membership Interests will receive IPO Securities having a value equal to the amount that such holder would have received if, immediately prior to the consummation of the Qualified Public Offering, all of the Company’s assets had been sold for their Fair Market Values and the resulting amount had been distributed by the Company pursuant to the rights and preferences set forth in Section 12.3(b) as in effect immediately prior to such distribution assuming that all Unvested Class B Units were Vested Class B Units and therefor entitled to all Unvested Distribution Amounts with respect to such Unvested Class B Units. Notwithstanding the foregoing: (i) in making the determination of the Fair Market Value of the Company’s assets described in the second sentence in this Section 7.6(b), the IPO Initiating Members shall take into account the offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions; (ii) any IPO Securities issued with respect to Unvested Class B Common Units shall remain subject to any applicable vesting in accordance with, and to the extent provided in, this Agreement and the applicable Equity Award Agreements; (iii) if the IPO Securities will include multiple classes of securities (including any subordinated interests, general partner interest or incentive distribution rights) in the IPO Issuer or its general partner, then the IPO Exchange shall be structured in a manner such that each holder of Membership Interests receives substantially the same proportionate share of the Publicly Offered Securities and of each such other class of securities, or otherwise shares proportionately the economic benefits of such class of securities, as each other holder of Membership Interests (taking into account the amount that would be received by each such holder in the hypothetical Liquidation Event described in the second sentence in this Section 7.6(b)); and (iv) if the distribution described in the second sentence in this Section 7.6(b) would result in the holders of Class B Common Units receiving no amount upon such a hypothetical Liquidation Event, then the IPO Initiating Members may determine to have such Class B Common Units cancelled for no consideration. (c) If, in connection with the IPO Exchange, the IPO Initiating Members reasonably determine that it is advisable to have the holders of the Membership Interests contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions pursuant to an agreement that provides for the exchange of Membership Interests into IPO Securities of such Person or Persons (with the amount of IPO Securities to be received by each such holder being determined in accordance with this Section 7.6), each holder of Membership Interests agrees to participate in such an exchange. For the sake of clarity, the IPO Initiating Members may elect, warrants granted in connection with a proposed Qualified Public Offering where a Subsidiary capital equipment financing, (c) issuances of Common Stock or Equity Securities upon the Company conversion, exercise or another entity that is not exchange of Equity Securities to which the Company or its successor is the IPO Issuerpreemptive right was applicable, not to cause an IPO Exchange in connection therewith and, to the extent such an IPO Exchange does not occur, this Agreement may continue in effect after a Qualified Public Offering in accordance with its terms. (d) Notwithstanding anything to the contrary in this Agreement, at any time after the approval issuances of a Qualified Public Offering in accordance with this Agreement, the IPO Initiating Members, shall be entitled to approve the transaction Common Stock or transactions to effect the IPO Exchange and to take all such other actions as are required or necessary to facilitate the Qualified Public Offering including: (i) determining the terms of the organizational documents of the IPO Issuer and its general partner; (ii) forming any entities required or necessary Equity Securities in connection with an exercise of the Qualified Public Offering; preemptive rights granted hereunder, (iiie) transferring or causing issuances of Shares pursuant to be transferred any assets between or the Stock Purchase Agreement, dated as of February 5, 1996, among the Company, Austin Ventures, Sigma and the IPO Issuer Founders, (f) issuances of Shares pursuant to the Stock Purchase Agreement, dated as of July 19, 1996, among the Company and any CNET, (g) issuances of Shares pursuant to the Stock Purchase Agreement, dated as of June 6, 1997, among the Company’s Subsidiaries; , Attractor, Austin Ventures and Sigma, (ivh) subject issuances of Shares pursuant to Section 13.5, amending the terms of this Stock Purchase Agreement, in each case without dated as of July 17, 1997, among the consent or approval of any other Person (including the Board). If IPO Initiating Members elect to exercise rights to initiate a Qualified Public Offering under this Section 7.6Company, in addition toAdobe, and without limitation ofAustin Ventures, Xxxxxxx River, Sigma, the covenants set forth in Section 7.9Founders and certain other parties, each of the Members and the Board shall (and shall cause Affiliates of MHR to) (i) take such actions as may be reasonably requested in connection with consummating issuances of Shares pursuant to the IPO Exchange, including Purchase Agreement (xj) such actions as are required issuances of Series D Warrants from time to transfer all of the issued and outstanding Membership Interests or assets of time by the Company to an IPO Issuer or its general partner (including a Blocker Corporation) and (y) such actions as may be required in order to merge or consolidate the Company into or with an IPO Issuer or its general partner and (ii) use commercially reasonable efforts to (A) subject to clause (B) issuances of this sentenceEquity Securities upon exercise thereof, cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner for the Members and (B) if any Institutional Investor 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 Blocker Corporations, at the request of such Institutional Investor and with Series A-2 Approval, merge its Blocker Corporation into the IPO Issuer in a transaction described in Section 351 of the Code for each Member and utilize any such Blocker Corporation as the IPO Issuer. (e) Each Member shall sell any fractional Publicly Offered Securities owned by such party (after taking into account all Publicly Offered Securities held by such party) to the IPO Issuer upon the request of the Company in connection with or in anticipation of the consummation of a Qualified Public Offering, for cash consideration equal to the Fair Market Value of such fractional securities. (f) Notwithstanding anything to the contrary in this Section 7.6, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required, at the request and election of the IPO Initiating Members, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Members or (iik) agree issuances of Common Stock upon conversion of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock. The price of securities which each holder becomes entitled to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal to the Fair Market Value of such IPO Securities as determined in accordance with the applicable provisions in the definition of Fair Market Value. (g) If so requested purchase by any Series A-2 Member, the certificate of incorporation (if the IPO Issuer is a corporation) or other organizational documents (if the IPO Issuer is a Person other than a corporation) of the IPO Issuer reason hereof shall include a provision substantially be the same as Section 8.5 hereofprice at which such securities are proposed to be offered to others.

Qualified Public Offering. (a) A Qualified Public Offering may be initiated with Series A-2 Approval. The Member or Members initiating a Qualified Public Offering pursuant to this Section 7.6(a) are referred to as In the “IPO Initiating Members.” Any action or determination to be made by the IPO Initiating Members may be made by the one or more IPO Initiating Members that constitute a majority of the Series A-2 Units held by all IPO Initiating Members. (b) In connection with any proposed Qualified Public Offering approved in accordance with Section 7.6(a) of this Agreement, if required by the IPO Initiating Members, the outstanding Membership Interests may be exchanged in accordance with this Section 7.6 (the “IPO Exchange”) into equity securities of the IPO Issuer and/or its general partner (“IPO Securities”) as reasonably determined by the IPO Initiating Members; provided, that, each Class A Member shall receive the same proportion of each type (e.g., class, series, etc.) of IPO Securities of the IPO Issuer and its general partner (if applicable). In connection with any IPO Exchange, each outstanding Membership Interest will be exchanged for IPO Securities such that each holder of Membership Interests will receive IPO Securities having a value equal to the amount that such holder would have received if, immediately prior to the consummation of the Company's first ------------------------------- Qualified Public Offering, all each Purchaser of the Company’s assets had been sold for their Fair Market Values and the resulting amount had been distributed by the Company pursuant to the rights and preferences set forth in Section 12.3(b) as in effect immediately prior to such distribution assuming that all Unvested Class B Units were Vested Class B Units and therefor entitled to all Unvested Distribution Amounts with respect to such Unvested Class B Units. Notwithstanding the foregoing: (i) in making the determination of the Fair Market Value of the Company’s assets described in the second sentence in this Section 7.6(b), the IPO Initiating Members shall take into account the offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions; (ii) any IPO Securities issued with respect to Unvested Class B Common Units shall remain subject to any applicable vesting in accordance with, and to the extent provided in, this Agreement and the applicable Equity Award Agreements; (iii) if the IPO Securities will include multiple classes of securities (including any subordinated interests, general partner interest or incentive distribution rights) in the IPO Issuer or its general partner, then the IPO Exchange shall be structured in a manner such that each holder of Membership Interests receives substantially the same proportionate share of the Publicly Offered Securities and of each such other class of securities, or otherwise shares proportionately the economic benefits of such class of securities, as each other holder of Membership Interests (taking into account the amount that would be received by each such holder in the hypothetical Liquidation Event described in the second sentence in this Section 7.6(b)); and (iv) if the distribution described in the second sentence in this Section 7.6(b) would result in the holders of Class B Common Units receiving no amount upon such a hypothetical Liquidation Event, then the IPO Initiating Members may determine to have such Class B Common Units cancelled for no consideration. (c) If, in connection with the IPO Exchange, the IPO Initiating Members reasonably determine that it is advisable to have the holders of the Membership Interests contribute all of the Membership Interests to the IPO Issuer in one or a series of transactions pursuant to an agreement that provides for the exchange of Membership Interests into IPO Securities of such Person or Persons (with the amount of IPO Securities to be received by each such holder being determined in accordance with this Section 7.6), each holder of Membership Interests agrees to participate in such an exchange. For the sake of clarity, the IPO Initiating Members may elect, in connection with a proposed Qualified Public Offering where a Subsidiary of the Company or another entity that is not the Company or its successor is the IPO Issuer, not to cause an IPO Exchange in connection therewith and, to the extent such an IPO Exchange does not occur, this Agreement may continue in effect after a Qualified Public Offering in accordance with its terms. (d) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified Public Offering in accordance with this Agreement, the IPO Initiating Members, Series F Preferred Stock shall be entitled to approve purchase a portion (the transaction "Proportionate Share") of such Equity Securities to be issued in such offering. Subject to the limitations of the following sentence, for Purchasers of Series F Preferred Stock other than Attractor, the Proportionate Share shall be that portion of the shares to be issued in such offering, necessary in order that (I) the sum of (A) the Proportionate Share and (B) the number of shares of Common Stock issuable upon conversion of the Series F Preferred Stock held by such Purchaser divided by (II) the number of shares of Common Stock outstanding immediately after such offering (assuming the full conversion, exercise or transactions exchange of all Equity Securities) equals (x) the number of shares of Common Stock issuable upon conversion of the Series F Preferred Stock held by such Purchaser divided by (y) the number of shares of Common Stock outstanding immediately before such offering (assuming the full conversion, exercise or exchange of all Equity Securities); for Attractor, the Proportionate Share shall be that portion of the shares to effect be issued in such offering, necessary in order that (I) the IPO Exchange sum of (A) the Proportionate Share and to take (B) the number of shares of Common Stock issuable upon conversion of the Series E Preferred Stock and Series F Preferred Stock held by Attractor divided by (II) the number of shares of Common Stock outstanding immediately after such offering (assuming the full conversion, exercise or exchange of all Equity Securities) equals (x) the number of shares of Common Stock issuable upon conversion of the Series E Preferred Stock and Series F Preferred Stock held by Attractor divided by (y) the number of shares of Common Stock outstanding immediately before such other actions as are required offering (assuming the full conversion, exercise or necessary to facilitate exchange of all Equity Securities). Notwithstanding the Qualified Public Offering including: foregoing sentence, (i) determining the terms of the organizational documents of the IPO Issuer and its general partner; (ii) forming any entities required or necessary in connection with the Qualified Public Offering; (iii) transferring or causing to be transferred any assets between or among the Company, the IPO Issuer and any of the Company’s Subsidiaries; and (iv) subject to Section 13.5, amending the terms of this Agreementsuch Proportionate Shares, in each case without the consent or approval aggregate, may not exceed 10% of any other Person (including the Board). If IPO Initiating Members elect to exercise rights to initiate a Qualified Public Offering under this Section 7.6, in addition to, and without limitation of, the covenants set forth in Section 7.9, each of the Members and the Board shall (and shall cause Affiliates of MHR to) (i) take such actions as may be reasonably requested in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all of the issued and outstanding Membership Interests or assets of the Company to an IPO Issuer or its general partner (including a Blocker Corporation) and (y) such actions as may be required in order to merge or consolidate the Company into or with an IPO Issuer or its general partner offering and (ii) use commercially reasonable efforts the Proportionate Shares may be cut back to (A) subject the extent deemed necessary to clause (B) of this sentence, cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner for the Members and (B) if any Institutional Investor 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 Blocker Corporations, at the request success of such Institutional Investor and with Series A-2 Approval, merge offering by the managing underwriter thereof in its Blocker Corporation into reasonable opinion confirmed in writing to the IPO Issuer in a transaction described in Section 351 Purchasers not less than two weeks prior to the effective date of the Code for each Member and utilize any such Blocker Corporation as the IPO Issuer. (e) Each Member shall sell any fractional Publicly Offered Securities owned by such party (after taking into account all Publicly Offered Securities held by such party) to the IPO Issuer upon the request of the Company in connection with or in anticipation of the consummation of a Qualified Public Offering, for cash consideration equal to the Fair Market Value of such fractional securities. (f) Notwithstanding anything to the contrary in this Section 7.6, if no registration statement covering such securities; provided, however, in the issuance event -------- ------- of an oversubscription of the IPO Securities to the Members Proportionate Shares, such shares shall be allocated first so that each of Attractor and Amerindo receives its full Proportionate Share (and in the IPO Exchange has been declared effective under the Securities Actevent that such shares are insufficient for each of Attractor and Amerindo to receive their full Proportionate Share, then each of Attractor's and Amerindo's Proportionate Share shall be cut back pro rata, based upon their full Proportionate Share) and second, among the Members that is not then an Accredited Investor (without regard remaining Series F Purchasers pro rata based upon their respective holdings of Series F Preferred Stock. The price of securities which each such Purchaser of Series F Preferred Stock becomes entitled to Rule 501(a)(4)) may purchase by reason hereof shall be required, the same price at the request and election of the IPO Initiating Members, to (i) at the cost of the Company, appoint a purchaser representative (as which such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Members or (ii) agree to accept cash in lieu of any IPO Securities such Member would otherwise receive in an amount equal securities are initially offered to the Fair Market Value of such IPO Securities as determined in accordance with the applicable provisions in the definition of Fair Market Valuepublic. (g) If so requested by any Series A-2 Member, the certificate of incorporation (if the IPO Issuer is a corporation) or other organizational documents (if the IPO Issuer is a Person other than a corporation) of the IPO Issuer shall include a provision substantially the same as Section 8.5 hereof.

Qualified Public Offering. (a) A Qualified Public Offering may be initiated with Series A-2 Approval. The Member or Members initiating a Qualified Public Offering pursuant to this Section 7.6(a) are referred to as the “IPO Initiating Members.” Any action or determination to be made by the IPO Initiating Members may be made by the one or more IPO Initiating Members that constitute a majority of the Series A-2 Units held by all IPO Initiating Members. (b) In connection with any proposed Qualified Public Offering approved in accordance with Section 7.6(a) of this Agreement, if required by the IPO Initiating Members, the outstanding Membership Interests may Units will be exchanged converted in accordance with this Section 7.6 7.7 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 Public Offering (the “Publicly Offered Securities”). In connection therewith, each outstanding Unit 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 “IPO Exchange”) into equity securities of the IPO Issuer and/or its general partner (“IPO Securities”) as reasonably determined by the IPO Initiating Members; provided, that, each Class A Member shall receive the same proportion of each type (e.g., class, series, etc.) of IPO Securities of the IPO Issuer and its general partner (if applicable). In connection with any IPO Exchange, each outstanding Membership Interest will be exchanged for IPO Securities such that each holder of Membership Interests Units will receive IPO Securities having a value equal to the amount same proportion of the aggregate Pre-IPO Value that such holder would have received if, immediately prior to the consummation of the Qualified Public Offering, if all of the Company’s assets had been sold for their Fair Market Values cash and the resulting amount other property had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 12.3(b) 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, (ii) all Unvested Class B Profits Units were Vested Class B Profits Units and therefor therefore entitled to all Unvested Distribution Withheld Amounts with respect to such Unvested Class B Profits Units. Notwithstanding , and (iii) the foregoing: (i) in making holders of Profits Units were entitled to all Retained Amounts; provided, however, that the determination of the Fair Market Value of the Company’s assets described in the second sentence in this Section 7.6(b), the IPO Initiating Members shall take into account the offering price per Publicly Offered Security in the Qualified Public Offering, net of any underwriting discounts and commissions; (ii) any IPO Securities issued with respect to Unvested Class B Common Profits Units shall remain subject to any applicable vesting in accordance with, and to the extent provided in, this Agreement and the applicable Equity Award Agreements; (iii) Restricted Unit Agreement, and provided, further, that if the IPO Securities will include multiple classes of securities (including any subordinated interests, general partner interest or incentive distribution rights) in the IPO Issuer or its general partner, then the IPO Exchange shall be structured in a manner such that each holder of Membership Interests receives substantially the same proportionate share of the Publicly Offered Securities and of each such other class of securities, or otherwise shares proportionately the economic benefits of such class of securities, as each other holder of Membership Interests (taking into account the amount that would be received by each such holder in the hypothetical Liquidation Event described in the second sentence in this Section 7.6(b)); and (iv) if the distribution described in the second sentence in this Section 7.6(b) foregoing provisions would result in the holders of Class B Common Profits Units receiving either no or only a nominal amount upon of IPO Securities, then the Board, acting in good faith, shall grant to each of such a hypothetical Liquidation Eventholders of Profits Units options to purchase IPO Securities that are at the time of such grant reasonably equivalent in value in the aggregate to the Profits Units held by such holders and thereupon such Profits Units shall be automatically canceled and provided, further, that if the value of the IPO Securities to be distributed to the holders of Preferred Units in connection with the IPO Exchange is less than the amount that would be required to be distributed pursuant to Section 6.1(c) to result in the Preferred Unit Preference Amounts for all outstanding Preferred Units to be reduced to zero, then the IPO Initiating Members may determine Securities to have such Class B Common be distributed in exchange for the Retained Amounts shall instead be distributed to the holders of Preferred Units cancelled in an amount (to the extent possible) equal to the amount that would be required to be distributed to the holders of Preferred Units pursuant to Section 6.1(c) to result in the Preferred Unit Preference Amounts for no consideration. (c) all outstanding Preferred Units to be reduced to zero. The market value of any IPO Securities issued in connection with the IPO Exchange will be deemed to be the price at which the Publicly Offered Securities were initially sold by the underwriters, which underwriters will be led by a qualified independent investment bank with a national reputation. If, in connection with the IPO Exchange, the IPO Initiating Members reasonably determine Board determines that it is advisable to have the holders of the Membership Interests contribute all of the Membership Interests to Units contributed by the IPO Issuer holders thereof in one or a series of transactions to the IPO Issuer pursuant to an agreement that provides for the exchange of Membership Interests Units into IPO Securities of such Person or Persons (with the amount of IPO Securities to be received by each such holder being determined in accordance with this Section 7.67.7), each holder of Membership Interests Units agrees to participate in such an exchange. For the sake of clarity, the IPO Initiating Members may elect, in connection with a proposed Qualified Public Offering where a Subsidiary of the Company or another entity that is not the Company or its successor is the IPO Issuer, not Prior to cause an effecting any IPO Exchange in connection therewith andaccordance with this Section 7.7, the Company will offer to each non-Defaulting Member that holds Series A-2 Preferred Units the option to purchase additional Series A-2 Preferred Units up to the extent amount of such an IPO Exchange does not occur, this Agreement may continue in effect after a Qualified Public Offering in accordance with its termsMember’s Remaining Commitment. (db) Notwithstanding anything to the contrary in this Agreement, at any time after the approval of a Qualified Public Offering in accordance with this Agreement, the IPO Initiating Members, 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 Public Offering including: (i) determining the terms of the organizational documents of the IPO Issuer and its general partner; (ii) forming any entities required or necessary in connection accordance with the Qualified Public Offering; (iii) transferring or causing to be transferred any assets between or among the Company, the IPO Issuer and any of the Company’s Subsidiaries; and (iv) subject to this Section 13.5, amending the terms of this Agreement, in each case 7.7 without the consent or approval of any other Person (including the Boardany Member). If IPO Initiating Members elect the Company elects to exercise its rights to initiate a Qualified Public Offering under this Section 7.6, in addition to, and without limitation of, the covenants set forth in Section 7.97.7, each of the Members and the Board shall (and shall cause Affiliates of MHR to) (i) take such actions as may be reasonably requested necessary or required in connection with consummating the IPO Exchange, including (x) such actions as are required to transfer all of the issued and outstanding Membership Interests or assets of the Company to an IPO Issuer or its general partner (including a Blocker Corporation) and (y) such actions as may be required in order to merge or consolidate the Company into or with an IPO Issuer or its general partner Exchange and (ii) use commercially reasonable efforts to (Ax) subject to clause (B) of this sentence, cooperate with the other Members so that the IPO Exchange is undertaken in a tax-efficient manner for the Members and (By) if any Institutional Investor 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 CorporationsCorporation”), at the request of any such Institutional Investor and with Series A-2 ApprovalInvestor, merge its Blocker Corporation into the IPO Issuer in a transaction described in Section 351 of the Code for each Member and tax-free reorganization, utilize any such Blocker Corporation as the IPO IssuerIssuer or otherwise structure the transaction so that the Blocker Corporation is not subject to a level of corporate tax on the Qualified Public Offering or subsequent dividend payments or sales of stock, so long as, with respect to each of clauses (x) and (y), the foregoing could not reasonably be expected to result in any costs or liabilities that are not indemnified or reimbursed by the holders of Capital Stock or Affiliates of the Blocker Corporation or other adverse effects (other than de minimis adverse effects) to the Company or any of the Members (other than to (A) the Blocker Corporation in the event that the Blocker Corporation is neither merged nor otherwise combined with the Company or the IPO Issuer nor utilized as the IPO Issuer and (B) the Institutional Investor or its Affiliates through which the Blocker Corporation directly or indirectly holds its interest in the Company). (ec) Each Member shall sell any fractional Publicly Offered IPO Securities owned by such party (after taking into account all Publicly Offered IPO Securities held by such party) to the IPO Issuer Issuer, upon the request of the Company in connection with or in anticipation of the consummation of a Qualified Public Offering, for cash consideration equal to the Fair Market Value fair value of such fractional securities, as determined by the Board. (fd) Notwithstanding anything to the contrary in this Section 7.67.7, if no registration statement covering the issuance of the IPO Securities to the Members in the IPO Exchange has been declared effective under the Securities Act, then each of the Members that is not then an Accredited Investor (without regard to Rule 501(a)(4)) may be required, at the request and election of the IPO Initiating MembersCompany, to (i) at the cost of the Company, appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Members 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 Market Value fair value of such IPO Securities Securities, as determined by the Board in accordance with the applicable provisions in the definition of Fair Market Valueits reasonable judgment. (ge) If so requested by any Series A-2 MemberInstitutional Investor that holds Preferred Units, the certificate of incorporation (if the IPO Issuer is a corporation) or other organizational documents (if the IPO Issuer is a Person other than a corporation) of the IPO Issuer shall include a provision substantially the same as Section 8.5 8.6(b) hereof.