Common use of Redemption Notice Clause in Contracts

Redemption Notice. In the event the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded).

Redemption Notice. In A notice of redemption (the event “Redemption Notice”) by such holder of Preferred Shares shall be given in writing to the Company stating the date on which the Preferred Shares are to be redeemed (the “Redemption Date”), provided, however, that the Redemption Date shall be no earlier than the expiration of thirty (30) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by first class mailit at the same Redemption Price and on the same Redemption Date, postage prepaidtogether with the Preferred Shares of the initiating holder to be redeemed, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior written notice to the redemption date, to each Holder of Preferred Units. Each notice shall state: Company within fifteen (a15) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) days following the date fixed for of the Redemption Notice indicating its election to participate in the redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of its Preferred Units of such Holder Shares to be redeemed, (d) . In the event that any holder of Preferred Shares shall not have participated in the redemption pricein accordance with the preceding sentence, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that holder of Preferred Share shall nevertheless have the Company’s obligation right to require the Company to redeem will be irrevocable subject only to consummation all or part of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the Shares held by it by initiating redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Section 5.

Redemption Notice. In Subject to the event provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company shall elect to redeem Preferred (a “Redemption”) its Common Units pursuant (the “Redemption Right”) at any time beginning on the earlier of (i) 180 days after the Effective Time or (ii) if such Member has entered into a contractual lock-up agreement with the underwriters in connection with the IPO relating to the terms shares of Paragraph 4A(1the Corporation owned by such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (2the “Redemption Date”); provided that the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on (x) the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Redeeming Member to such third party, (y) the closing of an announced merger, consolidation or other transaction in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (z) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date): (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail(x) cancel the Redeemed Units, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior (y) transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), and (2)z) if the Units are certificated, or (3) (b) the date fixed for redemption (which date may be described by reference issue to the date upon which the Payoff Transaction occurs), (c) the total Redeeming Member a certificate for a number of Preferred Common Units equal to be redeemed and the difference (if any) between the number of Preferred Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (A) of such Holder to be redeemed, (dthis Section 11.01(a) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redeemed Units.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member holding Common Units (other than the PC Corp) shall be entitled to cause the Company shall elect to redeem Preferred (a “Common Unit Redemption”) its Common Units pursuant at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to PC Corp. The Redemption Notice shall specify the number of Common Units (the “ Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager, PC Corp and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has delivered a timely Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Common Units specified in such notice, subject equal to the difference (if applicableany) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (ithis Section 11.01(a)(i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redeemed Units.

Redemption Notice. In the event the Company shall elect to redeem Preferred Units If an election is made pursuant to the terms of Paragraph 4A(1)Section 7(d) hereof, (2), or (3) the Company shall give written notice of such redemption by first class mailelection shall be mailed, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption dateCompany, to each Holder of Preferred Units. Each notice shall state: not later than sixty (a60) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) days before the date fixed for redemption pursuant to Section 7(d) or, in the event the Company does not provide the Final Redemption Notice pursuant to Section 7(d) hereof, not later than sixty (which date may be described by reference to 60) days before the date upon which that the Payoff Transaction occursFinal Redemption Date has been extended as provided in Section 7(d) (each of the dates fixed for redemption and the extended redemption date is hereinafter referred to as a "Redemption Date"). If such election is made and appropriate notice is given then, at least forty-five (c45) days before the Redemption Date, written notice (hereinafter referred to as the "Redemption Notice") shall be mailed by the Company, postage prepaid, to each holder of record of Preferred Stock at its address shown on the records of the Company; provided, however, that the Company's failure to give such Redemption Notice shall in no way affect its obligation to redeem the shares of Preferred Stock or the obligation of the holders to redeem their shares of Preferred Stock as provided in Section 7(d) hereof. The Redemption Notice shall contain: (i) the number of shares of Preferred Stock held by the holder and the total number of Preferred Units to be redeemed and the number shares of Preferred Units Stock held by all holders subject to redemption as of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, Redemption Date; and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction Redemption Date and the redemption are expected applicable Holder Redemption Price. Any holder of Preferred Stock who wishes to occurdo so may, and (iii) any determination by giving notice to the Company that efforts prior to effect the Redemption Date, convert into Common Stock any or all of the shares of Preferred Stock held by him and scheduled for redemption on such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redemption Date.

Redemption Notice. In the event the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) Any holder of the Preferred Shares (the “Initial Redemption Requesting Holder”) that such notice is being given by intends to cause the Company in accordance to redeem any or all of the Preferred Shares held by it shall deliver a notice of redemption (the “Initial Redemption Notice”) to the Company, with Paragraph 4A of this Agreement a copy to the Significant Group Companies and whether the Founder Parties on or after the date on which such redemption is being effected Preferred Shares become redeemable pursuant to Paragraph 4A(1)Section 7.01, (2), or (3) (b) stating the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total class and number of Preferred Units Shares to be redeemed and (the number of Preferred Units of such Holder Shares to be redeemed, the “Redemption Shares”, the delivery date of the Initial Redemption Notice, the “Initial Redemption Notice Date”). The Company shall, within ten (d10) Business Days after the Initial Redemption Notice, give a written notice to the other Preferred Holders, stating the existence of the Initial Redemption Notice and the closing date of the redemption priceestimated by the Company, which closing date shall be within one hundred and twenty (e120) that such days after the Initial Redemption Notice Date (the actual completion date of the redemption, the “Redemption Date”)). Any other Preferred Holder may elect to tag along with the Initial Redemption Requesting Holder and exercise its redemption will be funded right by proceeds received from separately giving a Complete Exit Event or other transaction(sredemption notice to the Company stating the class and number of its Redemption Shares within ten (10) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that Business Days after the receipt of the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such written notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral ensure that all redemptions of the closing of a Payoff TransactionRedemption Shares be carried out in accordance with this Section 7.02, in any event completed within one hundred and twenty (ii120) days from the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Initial Redemption Notice Date.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member holding Common Units (other than USCo and USCo2) shall be entitled to cause the Company shall elect to redeem Preferred (a “Common Unit Redemption”) its Common Units pursuant at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to Pubco. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Common Units specified in such notice, subject equal to the difference (if applicableany) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (ithis Section 11.01(a)(i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redeemed Units.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company shall elect to redeem Preferred (a “Redemption”) its Common Units (the “Redemption Right”) at any time beginning on the earlier of (A) 180 days after the Effective Time or (B) if such Member has entered into a contractual lock-up agreement with the underwriters in connection with the IPO and relating to the shares of the Corporation that may be applicable to such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member; provided, however, that the Original Members shall be entitled to effect a Redemption pursuant to the terms IPO Common Unit Redemption Agreement of Paragraph 4A(1a number of their Common Units equal to the number of shares of Class A Common Stock needed by the Original Members to fulfill their obligations to sell shares of Class A Common Stock to the underwriters pursuant to the Underwriting Agreement, including in connection with any exercise by the underwriters of the Over-Allotment Option. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (2y) the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail(x) cancel the Redeemed Units, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior (y) transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), and (2z), or (3) (b) if the date fixed for redemption (which date may be described by reference Units are certificated, issue to the date upon which the Payoff Transaction occurs), (c) the total Redeeming Member a certificate for a number of Preferred Common Units equal to be redeemed and the difference (if any) between the number of Preferred Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (B) of such Holder to be redeemed, (dthis Section 11.01(a)(i) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redeemed Units.

Redemption Notice. In the event case the Company shall elect exercises its right to redeem Preferred Units all the Warrants pursuant to Section 6.01, it shall fix a date for redemption (the terms of Paragraph 4A(1), (2), or (3“Redemption Date”) the Company and shall give written issue a press release giving notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent (the “Redemption Notice”) not less fewer than 20 days nor more than 60 calendar days prior to the redemption date, Redemption Date. The Company shall deliver a copy of such Redemption Notice to each Holder the Warrant Agent. The Warrant Agent shall as soon as practicable after receipt of Preferred Units. Each notice shall state: (a) that such notice is being given by from the Company in accordance with Paragraph 4A of this Agreement and whether (which notice must specifically direct the Warrant Agent to perform delivery) cause such redemption is being effected notice to be delivered to the Depositary pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference customary procedures of the Depositary. The Company shall deliver a copy of the Redemption Notice to the date upon Nasdaq Capital Market (or, if the Common Stock is not listed on the Nasdaq Capital Market at such time, the principal U.S. national or regional securities exchange (if any) on which the Payoff Transaction occursCommon Stock is so listed or quoted). The Redemption Date must be a Business Day. The Redemption Notice, (c) if issued in the total number of Preferred Units manner herein provided, shall be conclusively presumed to be redeemed and have been duly given, whether or not the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in receives such notice. The Company Redemption Notice shall keep each Holder of Preferred Units reasonably and timely informed of specify (i) any deferral of the closing of a Payoff TransactionRedemption Date, (ii) the date Redemption Price, (iii) that on which such Payoff Transaction the Redemption Date, the Redemption Price will become due and the redemption are expected payable with respect to occureach Warrant, and (iiiiv) any determination by that Holders may exercise their Warrants until the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case Close of Business on the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption Business Day immediately preceding the Redemption Date. A Redemption Notice shall be deemed rescinded)irrevocable.

Redemption Notice. In Any Investor Shareholder (the event “Initial Redemption Requesting Holder”) that intends to cause the Company shall elect to redeem any or all of the Series A Preferred Units pursuant Shares held by it shall deliver a notice of redemption (the “Initial Redemption Notice”) to the terms of Paragraph 4A(1), (2), Company on or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) after the date on which such Payoff Transaction Series A Preferred Shares become redeemable pursuant to Section 6.01, stating the number of Series A Preferred Shares to be redeemed (the Series A Preferred Shares to be redeemed, the “Redemption Shares”, the delivery date of the Initial Redemption Notice, the “Initial Redemption Notice Date”). The Company shall then complete the redemption within thirty (30) days after the date of the Initial Redemption Notice Date (the actual completion date of the redemption, the “Redemption Date”). Once the Company has received the Initial Redemption Notice, it shall not (and shall not permit any other Group Company to) take any action which would have the effect of delaying, undermining or restricting the redemption of any Redemption Share, and the redemption are expected Company shall in good faith use its best efforts to occurincrease the amount of funds legally available for redemption, including causing any other Group Company to distribute any and (iii) any determination by all available funds to the Company to ensure that efforts to effect such Payoff Transaction have ceased all Redemption Shares would be timely and fully redeemed in accordance with this Section 6.02. Until the date of which each Redemption Share is redeemed, the Company shall not declare or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect pay any dividend nor otherwise make any distribution of such proposed redemption shall be deemed rescinded)or otherwise decrease its profits available for distribution.

Redemption Notice. In Notwithstanding the event giving of a particular Share Redemption Notice, the Company Holder shall elect be entitled to redeem Preferred Units pursuant to convert all or any portion of this Note, in accordance with the terms of Paragraph 4A(1)this Note, (2), or (3) to be redeemed by reason of the Company shall give written notice giving of such redemption Share Redemption Notice by first class mail, postage prepaid, giving a Conversion Notice at any time on or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder later of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b1) the date fixed for redemption (which date may be described by reference is one Trading Day prior to the date upon which applicable Share Redemption Date and (2) if the Payoff Transaction occurs), (c) Company fails to issue or deliver to the total number Holder the shares of Preferred Units to be redeemed and the number of Preferred Units Common Stock issuable in satisfaction of such Holder to be redeemedShare Redemption Price on or before the due date therefor, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which the Company issues and delivers to the Holder such Payoff Transaction shares of Common Stock. If after giving effect to any such conversion of this Note that occurs after the date the Company gives a particular Share Redemption Notice to the Holder, the principal amount of a particular principal installment of this Note remaining outstanding is less than the amount thereof to be redeemed as stated in the applicable Share Redemption Notice, then the Share Redemption Share Amount for such Share Redemption shall be reduced form what it otherwise would be to reflect the reduced outstanding principal amount of this Note and related accrued interest (and interest, if any, thereon at the redemption are expected Default Rate) on the applicable Share Redemption Date resulting from any such conversions of this Note after the Company gives such Share Redemption Notice to occur, and (iii) any determination the Holder. Such reduction of the Share Redemption Share amount shall be made by reducing the Share Redemption Daily Amounts used to calculate the Share Redemption Share Amount for such Share Redemption in the inverse of their chronological order to the extent necessary to reduce the principal amount reflected in such Share Redemption Share Amount by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the principal amount so converted. Any redemption notice given of this Note pursuant to this Paragraph 4A(5Section 2(c) in respect of such proposed redemption that is required by Section 2(d)(2) shall be deemed rescinded)applied to the installments of principal outstanding on the applicable Share Redemption Date first to the principal installment stated by Section 2(d)(1) to be due on November 2, 2005 and then to the principal installment stated by Section 2(d)(1) to be due on November 2, 2008.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company shall elect to redeem Preferred (a “Redemption”) its Common Units pursuant (the “Redemption Right”) at any time beginning on the date of the closing of the IPO. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the terms Company with a copy to the Corporation. The Redemption Notice shall specify the number of Paragraph 4A(1Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (2y) the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail(x) cancel the Redeemed Units, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior (y) transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), and (2z), or (3) (b) if the date fixed for redemption (which date may be described by reference Units are certificated, issue to the date upon which the Payoff Transaction occurs), (c) the total Redeeming Member a certificate for a number of Preferred Common Units equal to be redeemed and the difference (if any) between the number of Preferred Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (B) of such Holder to be redeemed, (dthis Section 11.01(a)(i) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redeemed Units.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member holding Class B Units (other than, if applicable, USCo) shall be entitled to cause the Company shall elect to redeem Preferred (a "Class B Unit Redemption") its Class B Units pursuant at any time beginning on the later of: (i) the one year anniversary of the Effective Time; and (ii) if such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member. For the avoidance of doubt, no Member holding Class B Units (other than, if applicable, USCo) shall be entitled to any Class B Unit Redemption prior to the one year anniversary of the Effective Time. A Member desiring to exercise its Redemption Right (the "Redeeming Member") shall exercise such right by giving written notice (the "Redemption Notice") to the Company with a copy to the Manager and to Pubco. The Redemption Notice shall specify the number of Class B Units (the "Redeemed Units"), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the "Redemption Date"); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Class B Units specified in such notice, subject equal to the difference (if applicableany) between the number of Class B Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (ithis Section 11.01(a)(i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redeemed Units.

Redemption Notice. In Subject to the event provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company shall elect to redeem Preferred Units pursuant (a “Redemption”) its Common Units, other than any Excluded Unit (the “Redemption Right”), at any time beginning 180 days after the Effective Time. A Member desiring to exercise its Redemption Right (the “Redeeming Member”), shall exercise such right by giving written notice (the “Redemption Notice”) to the terms Company with a copy to the Corporation. The Redemption Notice shall specify the number of Paragraph 4A(1), Common Units (2), or including Equitized Units) (3the “Redeemed Units”) that the Redeeming Member intends to have the Company shall give written notice of such redemption by first class mailredeem and a date, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days seven (7) Business Days nor more than 60 days prior ten (10) Business Days after delivery of such Redemption Notice (unless and to the redemption date, extent that the Manager in its sole discretion agrees in writing to each Holder of Preferred Units. Each notice shall state: (a) that waive such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1time periods), on which exercise of the Redemption Right shall be completed (2the “Redemption Date”); provided that the Company, or (3) (b) the date fixed for redemption (which date Corporation and the Redeeming Member may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and change the number of Preferred Redeemed Units of such Holder to be redeemed, (d) and/or the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units Redemption Date specified in such noticeRedemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral at the election of the closing of Redeeming Member, a Payoff Transaction, Redemption Notice may be conditioned on (iix) the date on which such Payoff Transaction Redeeming Member having entered into a valid and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded).binding agreement with a third party for the

Redemption Notice. In A notice of redemption (the event “Redemption Notice”) by such holder of Preferred Shares shall be given in writing to the Company stating the date on which the Preferred Shares are to be redeemed (the “Redemption Date”), provided, however, that the Redemption Date shall be no earlier than the expiration of thirty (30) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by first class mailit at the same Redemption Price and on the same Redemption Date, postage prepaidtogether with the Preferred Shares of the initiating holder to be redeemed, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior written notice to the redemption date, to each Holder of Preferred Units. Each notice shall state: Company within fifteen (a15) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) days following the date fixed for of the Redemption Notice indicating its election to participate in the redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded).its Preferred

Redemption Notice. In A notice of redemption by such holder of Series A Shares shall be given by hand or by mail to the event registered office of the Company at any time on or after the date falling 30 days before the Redemption Start Date stating the date on or after the Series A Redemption Start Date on which the Series A Shares are to be redeemed (the “Redemption Date”), provided, however, that the Redemption Date shall be no earlier than the Redemption Start Date or the date 30 days after such notice of redemption is given, whichever is later. Upon receipt of any such request, the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Series A Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Series A Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Series A Shares held by first class mailit at the same Redemption Price and on the same Redemption Date, postage prepaidtogether with the Series A Shares of the initiating holder to be redeemed, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior written notice to the redemption date, to each Holder of Preferred Units. Each notice shall state: Company within fifteen (a15) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) days following the date fixed for of the Redemption Notice indicating its election to participate in the redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder its Series A Shares to be redeemed, (d) . In the event that any holder of Series A Shares shall not have participated in the redemption pricein accordance with the preceding sentence, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that holder of Series A Share shall nevertheless have the Company’s obligation right to require the Company to redeem will be irrevocable subject only to consummation all or part of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the Series A Shares held by it by initiating redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Section 9.

Redemption Notice. In Upon the event occurrence of any such Redemption Event other than clause 9(a)(i) (i.e., upon Maturity Date, in which case clause 9(c) shall apply), each holder of shares of Series "A" Preferred Shares shall thereafter have the Company shall elect option, exercisable in whole or in part at any time and from time to redeem Preferred Units pursuant time by delivery of a written notice to such effect (a "Redemption Notice") to the terms Corporation while such Redemption Event continues, to require the Corporation to purchase for cash any or all of Paragraph 4A(1the then outstanding shares of Series "A" Preferred Shares held by such holder for an amount per share equal to the Redemption Amount (as defined in subsection 9(d) below) in effect at the time of the redemption hereunder. For the avoidance of doubt, the occurrence of any event described in clauses (iii), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1iv), (2vii), or and (3viii) above shall immediately constitute a Redemption Event and there shall be no cure period. Upon the Corporation's receipt of any Redemption Notice hereunder (bother than during the five trading day period following the Corporation's delivery of a Redemption Announcement (as defined below) to all of the date fixed for redemption holders in response to the Corporation's initial receipt of a Redemption Notice from a holder of Series "A" Preferred Shares), the Corporation shall immediately (which date may be described by reference and in any event within one business day following such receipt) deliver a written notice (a "Redemption Announcement") to all holders of Series "A" Preferred Shares stating the date upon which the Payoff Transaction occurs)Corporation received such Redemption Notice and the amount of Series "A" Preferred Shares covered thereby. The Corporation shall not redeem any shares Series "A" Preferred Shares during the five trading day period following the delivery of a required Redemption Announcement hereunder. At any time and from time to time during such five trading day period, each holder of Series "A" Preferred Shares may request (ceither orally or in writing) information from the total Corporation with respect to the instant redemption (including, but not limited to, the aggregate number of shares of Series "A" Preferred Units to be redeemed Shares covered by Redemption Notices received by the Corporation) and the number Corporation shall furnish (either orally or in writing) as soon as practicable such requested information to such requesting holder. Mandatory Redemption. On the Maturity Date, the Corporation shall redeem all outstanding shares of Series "A" Preferred Units of such Holder Shares, to be redeemedthe extent it has funds legally available therefore, (d) at the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation price of 120% of the Payoff TransactionLiquidation Preference thereof, plus an amount equal to the dividends unpaid thereon, if any, whether or not declared, to the redemption date. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such noticeRedemption Amount. The Company shall keep each Holder "Redemption Amount" with respect to a share of Series "A" Preferred Units reasonably and timely informed of Shares (iother than upon the Maturity Date) any deferral of means an amount equal to the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded).greater of:

Redemption Notice. In Following receipt by the event Corporation of written notice from at least a majority (as calculated in accordance with Section 3(a) hereof as if such shares were being voted at a meeting of stockholders) of the Company then outstanding shares of any series of Redeemable Preferred Stock requesting redemption of all shares of such series of Redeemable Preferred Stock (a “Redemption Election”), the Corporation shall notify all holders of Redeemable Preferred Stock within 15 days of its receipt thereof. Any series of Redeemable Preferred Stock may elect thereafter to redeem its Redeemable Preferred Units pursuant Stock contemporaneously with the electing series (but on the terms and conditions set forth for such holder’s series of Redeemable Preferred Stock), by delivering to the terms Corporation written notice from the holders of Paragraph 4A(1)at least a majority (as calculated in accordance with Section 3(a) hereof as if such shares were being voted at a meeting of stockholders) of the then outstanding shares of such series of Redeemable Preferred Stock, (2)of notice requesting redemption of all shares of such series of Redeemable Preferred Stock, not later than 30 business days after receipt of the notice from the Corporation of the Redemption Election. For the purposes hereof, notice shall be deemed to have been delivered upon personal delivery to the party to be notified or when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient; if not on the next business day, or five (35) the Company shall give written notice of such redemption by first class days after having been sent registered or certified mail, return receipt requested, postage prepaid, or by one (1) business day after deposit with a reputable nationally national recognized overnight courier servicecourier, prepaid specifying next day delivery, with written verification of receipt, in each case to such party’s address as reflected on the books and preaddressed, sent not less than 20 days nor records of the Corporation. If more than 60 days prior to the redemption date, to each Holder one series of Redeemable Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units Stock elects to be redeemed at the same time and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation Corporation does not have sufficient funds legally available to redeem will all applicable shares of Redeemable Preferred Stock on any applicable Redemption Date, then the Corporation shall redeem a pro rata portion of each applicable holder’s shares of Redeemable Preferred Stock on a pari passu basis (calculated based upon the respective amounts which would be irrevocable subject only payable to consummation of the Payoff Transaction. Upon giving any holders on such notice of redemption, Redemption Date if the Company shall become irrevocably obligated Corporation had sufficient funds legally available to redeem in full all shares of Redeemable Preferred Stock that should have been redeemed on such date) out of funds legally available therefor and shall redeem the total number remaining shares of Redeemable Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of Stock that should have been redeemed as soon as practicable after the closing of Corporation has funds legally available therefor on a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)pari passu basis.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company shall elect to redeem Preferred (a “Redemption”) its Common Units pursuant (the “Redemption Right”) at any time beginning on the earlier of (A) 180 days after the Effective Time or (B) if such Member has entered into a contractual lock-up agreement with the underwriters in connection with the IPO and relating to the terms shares of Paragraph 4A(1the Corporation that may be applicable to such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (2y) the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), or on the Redemption Date (3to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail(x) cancel the Redeemed Units, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior (y) transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), and (2z), or (3) (b) if the date fixed for redemption (which date may be described by reference Units are certificated, issue to the date upon which the Payoff Transaction occurs), (c) the total Redeeming Member a certificate for a number of Preferred Common Units equal to be redeemed and the difference (if any) between the number of Preferred Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (B) of such Holder to be redeemed, (dthis Section 11.01(a)(i) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redeemed Units.

Redemption Notice. In the event If the Company shall elect is obligated to redeem redeem, or elects to redeem, the Preferred Units Shares pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionArticle VI, the Company shall become irrevocably obligated deliver a notice of redemption (the “Redemption Notice”) to redeem the total Holders specifying the date for redemption (the “Redemption Date“), which date shall not be less than three (3) days after delivery of the Redemption Notice nor more than ninety (90) calendar days after delivery of the Redemption Notice. The Redemption Notice shall specify (A) the provision of Section 6.1 pursuant to which the redemption will occur; (B) the Redemption Date; (C) the Redemption Price; (D) that on the Redemption Date, if the Holder has not previously elected to convert Preferred Shares into Class A Common Stock, each Preferred Share shall automatically and without further action by the Holder thereof (and whether or not the certificates representing such Preferred Shares are surrendered) be redeemed for the Redemption Price; (E) that payment of the Redemption Price will be made to the Holder within five (5) business days of the Redemption Date to the account specified by such Holder to the Company in writing; (F) that the Holder’s right to elect to convert its Preferred Shares will end at 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Redemption Date; and (G) the number of shares of Class A Common Stock (or, if applicable, the amount of Reference Property) and the amount of cash, if any, that a Holder would receive upon conversion of a Preferred Units specified Share if a Holder elects to convert its Preferred Shares prior to the Redemption Date. Notwithstanding the foregoing, the Redemption Notice delivered by the Company under this Section 6.2 in accordance with Section 8.6 shall be conclusively presumed to have been duly given at the time set forth therein, whether or not such Holder of Preferred Shares actually receives such notice, subject (if applicable) and neither the failure of a Holder to consummation of actually receive such notice given as aforesaid nor any Payoff Transaction described immaterial defect in such notice. The Company notice shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral affect the validity of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and proceedings for the redemption are expected to occur, and (iii) any determination by of the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Preferred Shares as set forth herein.

Redemption Notice. In Upon the event occurrence of any such Redemption Event other than clause 9(a)(i) (i.e., upon Maturity Date, in which case clause 9(c) shall apply), each holder of shares of Series "A" Preferred Shares shall thereafter have the Company shall elect option, exercisable in whole or in part at any time and from time to redeem Preferred Units pursuant time by delivery of a written notice to such effect (a "Redemption Notice") to the terms Corporation while such Redemption Event continues, to require the Corporation to purchase for cash any or all of Paragraph 4A(1the then outstanding shares of Series "A" Preferred Shares held by such holder for an amount per share equal to the Redemption Amount (as defined in subsection 9(d) below) in effect at the time of the redemption hereunder. For the avoidance of doubt, the occurrence of any event described in clauses (iii), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1iv), (2vii), or and (3viii) above shall immediately constitute a Redemption Event and there shall be no cure period. Upon the Corporation's receipt of any Redemption Notice hereunder (bother than during the five trading day period following the Corporation's delivery of a Redemption Announcement (as defined below) to all of the date fixed for redemption holders in response to the Corporation's initial receipt of a Redemption Notice from a holder of Series "A" Preferred Shares), the Corporation shall immediately (which date may be described by reference and in any event within one business day following such receipt) deliver a written notice (a "Redemption Announcement") to all holders of Series "A" Preferred Shares stating the date upon which the Payoff Transaction occurs)Corporation received such Redemption Notice and the amount of Series "A" Preferred Shares covered thereby. The Corporation shall not redeem any shares Series "A" Preferred Shares during the five trading day period following the delivery of a required Redemption Announcement hereunder. At any time and from time to time during such five trading day period, each holder of Series "A" Preferred Shares may request (ceither orally or in writing) information from the total Corporation with respect to the instant redemption (including, but not limited to, the aggregate number of shares of Series "A" Preferred Units to be redeemed Shares covered by Redemption Notices received by the Corporation) and the number of Preferred Units of Corporation shall furnish (either orally or in writing) as soon as practicable such Holder requested information to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)requesting holder.

Redemption Notice. In the event that the Company shall elect to Corporxxxxx xxxll redeem Preferred Units pursuant to the terms all shares of Paragraph 4A(1)this Series, (2), or (3) the Company shall give written notice of such redemption (the "B Redemption Notice") shall be given by first class personal delivery, overnight courier or certified mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent return receipt requested not less than 20 days 30 nor more than 60 days prior to the redemption date, to each Holder holder of the Series B Preferred UnitsStock at his address on the transfer books of the Corporation. Each Such notice shall be effective upon receipt and shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and redemption shall take place (the redemption "Redemption B Date"); (ii) that all shares in this Series are expected to occur, and be redeemed; (iii) the office of the Corporation where certificates for such shares are to be surrendered; and (iv) that Accrued B Preferred Dividends on the shares to be redeemed will be determined as of and payable on the Redemption B Date. On the Redemption B Date, each share of Series B Preferred Stock then outstanding shall be converted, without the necessity of any determination action by the Company that efforts Board of Directors, into a right to effect such Payoff Transaction have ceased or been abandoned (receive 83.75 shares of Common Stock. The redemption ratio set forth in which case this Section B.5.b. shall be adjusted in the redemption notice given same manner as the B Conversion Ratio and Maximum B Number are adjusted pursuant to Section B.4.f. From and after the Redemption Date, all rights of a holder of shares of this Paragraph 4A(5) Series shall cease except for the right, upon surrender of the certificate representing such shares, to receive certificates representing shares of Common Stock for which such shares were redeemed together with any payment in respect lieu of such proposed redemption a fractional share of Common Stock and of any Accrued B Preferred Dividend as contemplated by this Section. Each holder of Series B Preferred Stock shall be deemed rescinded).to be a holder of Common Stock on the Redemption B Date. c.

Redemption Notice. In (i) Subject to the event provisions set forth in this Section 11.01, each Member holding Common Units (other than the PC Corp) shall be entitled to cause the Company shall elect to redeem Preferred (a “Common Unit Redemption”) its Common Units pursuant unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the terms shares of Paragraph 4A(1Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to PC Corp. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (2unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Right shall be completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”); provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), or and (3y) the Company, the Manager, PC Corp and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior transfer to the redemption date, Redeeming Member the consideration to each Holder of Preferred Units. Each notice shall state: (a) that such notice which the Redeeming Member is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1entitled under Section 11.01(b), (2)provided that, or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred if such Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such notice of redemptionare certificated, the Company shall become irrevocably obligated issue to redeem the total Redeeming Member a certificate for a number of Preferred Common Units specified in such notice, subject equal to the difference (if applicableany) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to consummation clause (B) of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and timely informed of (ithis Section 11.01(a)(i) any deferral of the closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the redemption are expected to occur, and (iii) any determination by the Company that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption notice given pursuant to this Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded)Redeemed Units.