Common use of Repurchases and Redemptions Clause in Contracts

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) or such Subsidiary an equal number of Class A Units for the same price per security, if any, or (B) any other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco or such Subsidiary for the same price per security, if any. (ii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Units from Pubco, Pubco Sub, the Blockers or any of their respective Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) for the same price per security an equal number of Equity Securities of Pubco (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii2.2(c)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities Interests of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities Interests of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) In the event that a tender offer, share exchange offer, or take-over bid or similar transaction with respect to Class A Common Stock, if any (a “PubCo Offer”), is proposed by PubCo or is proposed to PubCo or its stockholders, the holders of Class A Common Units shall be permitted to participate in such PubCo Offer by delivery of an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such PubCo Offer (and, for the avoidance of doubt, shall be contingent upon such PubCo Offer and not be effective if such PubCo Offer is not consummated)). In the case of a PubCo Offer proposed by PubCo, PubCo shall use its reasonable best efforts to take all such actions and do all such things as are necessary or desirable to enable and permit the holders of Class A Common Units to participate in such PubCo Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence (and without limiting the ability of any Member holding Class A Common Units to consummate an Exchange at any time pursuant to the terms of this Agreement), the Managing Member shall use its reasonable best efforts to ensure that such holders of Class A Common Units may participate in such PubCo Offer without being required to Exchange their Class A Common Units and cancel their shares of Paired Voting Stock, as the case may be, (or, if so required, to ensure that any such Exchange and cancelation shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the PubCo Offer). For the avoidance of doubt, in no event shall the holders of Class A Common Units be entitled to receive in such PubCo Offer aggregate consideration for each Class A Common Unit and share of Paired Voting Stock, taken together, that is greater than or less than the consideration payable in respect of each share of Class A Common Stock in connection with such PubCo Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (iii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities Interests of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities Interests of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco PubCo or such Subsidiary. (iiiiv) Notwithstanding the foregoing clauses (i) and through (iiiii), to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities Interests of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities Interests (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities Interests of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities Interests of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (ia) Subject to Section 7.01(j)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) and substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) and substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (iib) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiic) Notwithstanding the foregoing clauses (ia) and (ii)b) of this Section 3.5, to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is are no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii3.2(c)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) In the event that a tender offer, share exchange offer, or take-over bid or similar transaction with respect to Class A Common Stock (a “PubCo Offer”) is proposed by PubCo or is proposed to PubCo or its stockholders, the holders of Class A Common Units shall be permitted to participate in such PubCo Offer by delivery of an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such PubCo Offer (and, for the avoidance of doubt, shall be contingent upon such PubCo Offer and not be effective if such PubCo Offer is not consummated)). In the case of a PubCo Offer proposed by PubCo, PubCo shall use its reasonable best efforts to take all such actions and do all such things as are necessary or desirable to enable and permit the holders of Class A Common Units to participate in such PubCo Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence (and without limiting the ability of any Member holding Class A Common Units to consummate an Exchange at any time pursuant to the terms of this Agreement), the Managing Member shall use its reasonable best efforts to ensure that such holders of Class A Common Units may participate in such PubCo Offer without being required to Exchange their Class A Common Units and surrender their shares of Paired Voting Stock for cancellation by PubCo, as the case may be, (or, if so required, to ensure that any such Exchange and cancelation shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the PubCo Offer). For the avoidance of doubt, in no event shall the holders of Class A Common Units be entitled to receive in such PubCo Offer aggregate consideration for each Class A Common Unit and share of Paired Voting Stock, taken together, that is greater than or less than the consideration payable in respect of each share of Class A Common Stock in connection with such PubCo Offer (it being understood that payments under or in respect of the Tax Receivable Agreements shall not be considered part of any such consideration). (iii) In the event of Liquidation Event (as defined in the certificate of incorporation of PubCo, as may be amended and/or restated from time to time) of PubCo, each holder of Class A Common Units then-outstanding shall be required to, as determined by the Managing Member in its sole discretion, Exchange their Class A Common Units and surrender their shares of Paired Voting Stock for cancellation by the PubCo, (and, for the avoidance of doubt, such Exchange and cancellation shall be contingent upon such Liquidity Event and not be effective if such Liquidity Event is not consummated). (iv) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiiv) Notwithstanding the foregoing clauses (i) and through (iiiii), to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii)Neither Pubco, Pubco or the Special Limited Partner nor any of its Subsidiaries (other than the Company Partnership and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock Shares pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewiththerewith the Partnership redeems, repurchases or otherwise acquires from Pubco, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) Special Limited Partner or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco Pubco, the Special Limited Partner or any of its Subsidiaries (other than the Company Partnership and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewiththerewith the Partnership redeems, repurchases or otherwise acquires from Pubco, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) Special Limited Partner or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company Partnership with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco Pubco, the Special Limited Partner or such Subsidiary for the same price per security, if any. (ii) The Company Partnership may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers Special Limited Partner or any of their respective its Subsidiaries (other than the Company Partnership and its Subsidiaries) unless substantially simultaneously Pubco Pubco, the Special Limited Partner or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock Shares for the same price per security from holders thereof or (y) any other Equity Securities Partnership Units of the Company Partnership from Pubco Pubco, the Special Limited Partner or any of its Subsidiaries (other than the Company Partnership and its Subsidiaries) unless substantially simultaneously Pubco Pubco, the Special Limited Partner or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco Pubco, the Special Limited Partner (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Partnership Units of Pubco Pubco, the Special Limited Partner or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii4.1(h)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) In the event that a tender offer, share exchange offer, or take-over bid or similar transaction with respect to Class A Common Stock (a “PubCo Offer”) is proposed by PubCo or is proposed to PubCo or its stockholders, the holders of Common Units shall be permitted to participate in such PubCo Offer by delivery of an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such PubCo Offer (and, for the avoidance of doubt, shall be contingent upon such PubCo Offer and not be effective if such PubCo Offer is not consummated)). In the case of a PubCo Offer proposed by PubCo, PubCo shall use its reasonable best efforts to take all such actions and do all such things as are necessary or desirable to enable and permit the holders of Common Units to participate in such PubCo Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence (and without limiting the ability of any Member holding Common Units to consummate an Exchange at any time pursuant to the terms of this Agreement), the Managing Member shall use its reasonable best efforts to ensure that such holders of Common Units may participate in such PubCo Offer without being required to Exchange their Common Units and cancel their shares of Class V Common Stock, as the case may be, (or, if so required, to ensure that any such Exchange and cancelation shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the PubCo Offer). For the avoidance of doubt, in no event shall the holders of Common Units be entitled to receive in such PubCo Offer aggregate consideration for each Common Unit and share of Class V Common Stock, taken together, that is greater than or less than the consideration payable in respect of each share of Class A Common Stock in connection with such PubCo Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (iii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiiiv) Notwithstanding the foregoing clauses (i) and through (iiiii), to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner. (v) For the avoidance of doubt, nothing set forth in this Section 4.1(h) shall apply to any redemption effected pursuant to Section 6.2(b) hereof.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii3.2(c)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock or Class C Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) In the event that a tender offer, share exchange offer, or take-over bid or similar transaction with respect to Class A Common Stock and Class C Common Stock, if any (a “PubCo Offer”), is proposed by PubCo or is proposed to PubCo or its stockholders, the holders of Class A Common Units shall be permitted to participate in such PubCo Offer by delivery of an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such PubCo Offer (and, for the avoidance of doubt, shall be contingent upon such PubCo Offer and not be effective if such PubCo Offer is not consummated)). In the case of a PubCo Offer proposed by PubCo, PubCo shall use its reasonable best efforts to take all such actions and do all such things as are necessary or desirable to enable and permit the holders of Class A Common Units to participate in such PubCo Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence (and without limiting the ability of any Member holding Class A Common Units to consummate an Exchange at any time pursuant to the terms of this Agreement), the Managing Member shall use its reasonable best efforts to ensure that such holders of Class A Common Units may participate in such PubCo Offer without being required to Exchange their Class A Common Units and cancel their shares of Paired Voting Stock, as the case may be, (or, if so required, to ensure that any such Exchange and cancelation shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the PubCo Offer). For the avoidance of doubt, in no event shall the holders of Class A Common Units be entitled to receive in such PubCo Offer aggregate consideration for each Class A Common Unit and share of Paired Voting Stock, taken together, that is greater than or less than the consideration payable in respect of each share of Class A Common Stock in connection with such PubCo Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (iii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock or Class C Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiiiv) Notwithstanding the foregoing clauses (i) and through (iiiii), to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock, Class C Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock, Class C Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii4.1(g)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) In the event that a tender offer, share exchange offer, or take-over bid or similar transaction with respect to Class A Common Stock (a “PubCo Offer”) is proposed by PubCo or is proposed to PubCo or its stockholders, the holders of Common Units (other than Earnout Common Units that have not yet (and do not in connection therewith) become unrestricted Common Units in accordance with the terms of the BCA) shall be permitted to participate in such PubCo Offer by delivery of an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such PubCo Offer (and, for the avoidance of doubt, shall be contingent upon such PubCo Offer and not be effective if such PubCo Offer is not consummated)). In the case of a PubCo Offer proposed by PubCo, PubCo shall use its reasonable best efforts to take all such actions and do all such things as are necessary or desirable to enable and permit the holders of Common Units (other than Earnout Common Units that have not yet (and do not in connection therewith) become unrestricted Common Units in accordance with the terms of the BCA) to participate in such PubCo Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence (and without limiting the ability of any Member holding Common Units (other than Earnout Common Units that have not yet (and do not in connection therewith) become unrestricted Common Units in accordance with the terms of the BCA) to consummate an Exchange at any time pursuant to the terms of this Agreement), the Managing Member shall use its reasonable best efforts to ensure that such holders of Common Units (other than Earnout Common Units that have not yet (and do not in connection therewith)become unrestricted Common Units in accordance with the terms of the BCA) may participate in such PubCo Offer without being required to Exchange their Common Units (other than Earnout Common Units that have not yet (and do not in connection therewith) become unrestricted Common Units in accordance with the terms of the BCA) and cancel their shares of Class B Common Stock, as the case may be, (or, if so required, to ensure that any such Exchange and cancelation shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the PubCo Offer). For the avoidance of doubt, in no event shall the holders of Common Units (other than Earnout Common Units that have not yet (and do not in connection therewith) become unrestricted Common Units in accordance with the terms of the BCA) be entitled to receive in such PubCo Offer aggregate consideration for each Common Unit (other than Earnout Common Units that have not yet (and do not in connection therewith) become unrestricted Common Units in accordance with the terms of the BCA) and share of Class B Common Stock, taken together, that is greater than or less than the consideration payable in respect of each share of Class A Common Stock in connection with such PubCo Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (iii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiiiv) Notwithstanding the foregoing clauses (iSections 4.1(g)(i) and (ii- 4.1(g)(iii), to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities of PubCo (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco The Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) may not redeem, repurchase repurchase, or otherwise acquire (A) shares of Class A Common Stock Shares pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases, or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco the Managing Member or such Subsidiary for the same price per security, if any. (ii) The Company may not redeem, repurchase repurchase, or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers or any of their respective Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco the Managing Member or such Subsidiary redeems, repurchases repurchases, or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board) an equal number of Class A Shares for the same price per security from holders thereof or (y) any other Company Units of the Company from the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously the Managing Member or such Subsidiary redeems, repurchases, or otherwise acquires pursuant to a Board of Directorsapproved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) for the same price per security an equal number of Equity Securities of Pubco the Managing Member (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Company Units of Pubco the Managing Member or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii)7.05, Pubco or neither the Managing Member nor any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of Class A Units for the same price per security, if any, or (B) any other Equity Securities Interests of Pubco the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of the corresponding class or series of Equity Securities Interests of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco the Managing Member or such Subsidiary for the same price per security, if any. (ii) The Subject to Section 7.06, the Company may not redeem, repurchase or otherwise acquire (x) any Class A Units from Pubco, Pubco Sub, the Blockers Managing Member or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities Interests of the Company from Pubco the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities Interests of Pubco the Managing Member (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco the Managing Member or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or Neither PubCo nor any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock Shares pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities Interests of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities Interests of the Company with the same rights to dividends and distributions Distributions (including distributions Distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) The Subject to Section 7.05, the Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers or any of their respective Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board) an equal number of Class A Common Shares for the same price per security from holders thereof or (y) any other Equity Interests of the Company from PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board of Directorsapproved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) for the same price per security an equal number of Equity Securities Interests of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions Distributions (including distributions Distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco PubCo or such Subsidiary. (iii) Notwithstanding the foregoing clauses (ia) and (ii)b) of this Section 7.04, to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock Shares or other Equity Securities equity securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock Shares or such other Equity Securities Interests (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is are no corresponding Class A Common Units or other Equity Securities Interests of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities Interests of the Company shall be effectuated in an equivalent a substantially similar manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii4.1(h)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors)Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) In the event that a tender offer, share exchange offer, or take-over bid or similar transaction with respect to Class A Common Stock (a “PubCo Offer”) is proposed by PubCo or is proposed to PubCo or its stockholders, the holders of Common Units shall be permitted to participate in such PubCo Offer by delivery of an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such PubCo Offer (and, for the avoidance of doubt, shall be contingent upon such PubCo Offer and not be effective if such PubCo Offer is not consummated)). In the case of a PubCo Offer proposed by PubCo, PubCo shall use its reasonable best efforts to take all such actions and do all such things as are necessary or desirable to enable and permit the holders of Common Units to participate in such PubCo Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence (and without limiting the ability of any Member holding Common Units to consummate an Exchange at any time pursuant to the terms of this Agreement), the Managing Member shall use its reasonable best efforts to ensure that such holders of Common Units may participate in such PubCo Offer without being required to Exchange their Common Units and cancel their shares of Class V Common Stock, as the case may be, (or, if so required, to ensure that any such Exchange and cancelation shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the PubCo Offer). For the avoidance of doubt, in no event shall the holders of Common Units be entitled to receive in such PubCo Offer aggregate consideration for each Common Unit and share of Class V Common Stock, taken together, that is greater than or less than the consideration payable in respect of each share of Class A Common Stock in connection with such PubCo Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (iii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiiiv) Notwithstanding the foregoing clauses (i) and through (iiiii), to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner. (v) For the avoidance of doubt, nothing set forth in this Section 4.1(h) shall apply to any redemption effected pursuant to Section 6.2(b) hereof.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may not redeem, repurchase repurchase, or otherwise acquire (A) shares of Class A Common Stock Shares pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases, or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) The Company may not redeem, repurchase repurchase, or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers or any of their respective Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases repurchases, or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board) an equal number of Class A Shares for the same price per security from holders thereof or (y) any other Company Units of the Company from PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously PubCo or such Subsidiary redeems, repurchases, or otherwise acquires pursuant to a Board of Directorsapproved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Company Units of Pubco PubCo or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or Neither PubCo nor any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock Shares pursuant to a PubCo Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that PubCo Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities Interests of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a PubCo Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that PubCo Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities Interests of the Company with the same rights to dividends and distributions Distributions (including distributions Distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) The Subject to Section 7.05, the Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers or any of their respective Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a PubCo Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the PubCo Board) an equal number of Class A Common Shares for the same price per security from holders thereof or (y) any other Equity Interests of the Company from PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a PubCo Board of Directorsapproved repurchase plan or program (or otherwise in connection with a transaction approved by the PubCo Board) for the same price per security an equal number of Equity Securities Interests of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions Distributions (including distributions Distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco PubCo or such Subsidiary. (iii) Notwithstanding the foregoing clauses (ia) and (ii)b) of this Section 7.04, to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock Shares or other Equity Securities equity securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock Shares or such other Equity Securities Interests (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is are no corresponding Class A Common Units or other Equity Securities Interests of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities Interests of the Company shall be effectuated in an equivalent a substantially similar manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or Neither the Managing Member nor any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of Class A Units for the same price per security, if any, or (B) any other Equity Securities Interests of Pubco the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of the corresponding class or series of Equity Securities Interests of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco the Managing Member or such Subsidiary for the same price per security, if any. (ii) The Company may not redeem, repurchase or otherwise acquire (xA) any Class A Units from Pubco, Pubco Sub, the Blockers Managing Member or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (yB) any other Equity Securities Interests of the Company from Pubco the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities Interests of Pubco the Managing Member (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco the Managing Member or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (ia) Subject to Section 7.01(j)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard), provided that substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of DirectorsBoard), provided that substantially simultaneously therewith, the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (iib) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco therewith, PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco therewith, PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiic) Notwithstanding the foregoing clauses (ia) and (ii)b) of this Section 3.5, to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is are no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner; provided that clause (c) shall not apply to a redemption, repurchase or acquisition to the extent paid in connection with a contribution to the Company of cash previously received as a distribution from the Company.

Repurchases and Redemptions. (ia) Subject to Section 7.01(j)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) and substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) and substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (iib) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiic) Notwithstanding the foregoing clauses (ia) and (ii)b) of this Section 3.5, to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is are no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) or such Subsidiary an equal number of Class A Units for the same price per security, if any, or (B) any other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco or such Subsidiary for the same price per security, if any, and substantially equivalent form of consideration. (ii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Units from Pubco, Pubco Sub, the Blockers or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) for the same price price, and substantially equivalent form of consideration, per security an equal number of Equity Securities of Pubco (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or Neither PubCo nor any of its Subsidiaries (including the General Partner, but other than the Company Partnership, Blue Owl Carry and its their respective Subsidiaries) may redeem, repurchase or otherwise acquire acquire: (A) shares of Class A Common Stock pursuant to a repurchase plan Shares or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) or such Subsidiary an equal number of Class A Units for the same price per security, if any, or (B) any other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) B Shares pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewiththerewith (x) the Partnership redeems, the Company shall redeem, repurchase repurchases or otherwise acquire acquires from Pubco the General Partner an equal number of GP Units for a price per GP Unit equal to the Partnership’s Allocation Percentage of the price per Class A Share or Class B Share (together if any, and as applicable); and (y) Blue Owl Carry redeems, repurchases or otherwise acquires from the General Partner an equal number of Carry GP Units for a price per Carry GP Unit equal to Blue Owl Carry’s Allocation Percentage of the price per Class A Share or Class B Share (if any, and as applicable); or (B) any other Equity Securities of PubCo or any of its Subsidiaries (including the General Partner but other than the Partnership and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with Pubco Sub and a transaction approved by the BlockersBoard) unless substantially simultaneously therewith (x) the Partnership redeems, repurchases, extinguishes or such Subsidiary otherwise acquires from the General Partner an equal number of the corresponding class or series of Equity Securities (or other equivalent economic rights held by the General Partner, including the rights contained in Section 3.4(a)) of the Company Partnership with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for a price per Equity Security of the Partnership equal to the Partnership’s Allocation Percentage of the price per Equity Security of PubCo or such Subsidiary (if any); and (y) Blue Owl Carry redeems, repurchases, extinguishes or otherwise acquires from PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities (or other equivalent economic rights held by PubCo or such Subsidiary, including the rights contained in Section 3.4(a) of the Carry LPA) of Blue Owl Carry with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo or such Subsidiary for a price per security, Equity Security of Blue Owl Carry equal to Blue Owl Carry’s Allocation Percentage of the price per Equity Security of PubCo or such Subsidiary (if any). (ii) The Company Partnership may not redeem, repurchase or otherwise acquire acquire: (xA) any Class A GP Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (including the General Partner but other than the Company Partnership and its Subsidiaries) unless unless: (I) substantially simultaneously Pubco therewith (x) Blue Owl Carry redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) an equal number of Carry GP Units from PubCo or such Subsidiary, and (y) PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for Shares or Class B Shares; and (II) the same price per security from holders thereof GP Unit and the price per Carry GP Unit shall be the Partnership’s and Blue Owl Carry’s respective Allocation Percentage of the price per Class A Share or Class B Share (yas applicable); or (B) any other Equity Securities Partnership Units of the Company Partnership from Pubco PubCo or any of its Subsidiaries (including the General Partner but other than the Company Partnership and its Subsidiaries) unless unless: (I) substantially simultaneously Pubco or such Subsidiary therewith (x) Blue Owl Carry redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of other Equity Securities of Pubco (Blue Owl Carry from PubCo or such Subsidiary) Subsidiary of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary and (y) PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) an equal number of Equity Securities of PubCo or such Subsidiary of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Partnership Units of PubCo or such Subsidiary; and (II) the price per other Partnership Units of the Partnership and the price per other Equity Security of Blue Owl Carry shall be the Partnership’s and Blue Owl Carry’s respective Allocation Percentage of the price per other Equity Security of PubCo or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that substantially simultaneously therewith, the Company shall Table of Contents redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) or such Subsidiary an equal number of Class A Units for the same price per security, if any, or (B) any other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco or such Subsidiary for the same price per security, if any, and substantially equivalent form of consideration. (ii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Units from Pubco, Pubco Sub, the Blockers or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) for the same price price, and substantially equivalent form of consideration, per security an equal number of Equity Securities of Pubco (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii4.4(c)(iii), Pubco the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) may not redeem, repurchase repurchase, or otherwise acquire (A) shares of Class A Common Stock Shares pursuant to a Parent Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Parent Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases, or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Parent Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Parent Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco the Managing Member or such Subsidiary for the same price per security, if any. (ii) The Subject to Section 4.4(c)(iii), the Company may not redeem, repurchase repurchase, or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers or any of their respective Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco the Managing Member or such Subsidiary redeems, repurchases repurchases, or otherwise acquires pursuant to a Parent Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Parent Board) an equal number of Class A Shares for the same price per security from holders thereof or (y) any other Company Units of the Company from the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously the Managing Member or such Subsidiary redeems, repurchases, or otherwise acquires pursuant to a Parent Board of Directorsapproved repurchase plan or program (or otherwise in connection with a transaction approved by the Parent Board) for the same price per security an equal number of Equity Securities of Pubco the Managing Member (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Company Units of Pubco the Managing Member or such Subsidiary. (iii) In the event that a tender offer, share exchange offer, takeover bid, merger, consolidation, other change of control transaction or other similar transaction with respect to the Class A Shares (a “Managing Member Offer”) is proposed by the Managing Member or is proposed to the Managing Member or its stockholders, the holders of Class A Common Units shall be permitted to participate in such Managing Member Offer by delivery of an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such Managing Member Offer (and, for the avoidance of doubt, shall be contingent upon such Managing Member Offer and not effective if such Managing Member Offer is not consummated)). In the case of a Managing Member Offer proposed by the Managing Member, the Managing Member shall take all such actions and do all such things as are necessary or desirable to enable and permit the holders of Class A Common Units to participate in such Managing Member Offer to the same extent or on an economically equivalent basis as the holders of Class A Shares without discrimination; provided that, without limitation of the generality of this sentence (and without limiting the ability of any Member holding Class A Common Units to consummate an Exchange at any time pursuant to the terms of this Agreement), the Managing Member shall ensure that such holders of Class A Common Units may participate in such Managing Member Offer without being required to Exchange their Class A Common Units (or, if so required, to ensure that any such Exchange shall be effective only upon, and shall be conditional upon, the closing of the transactions contemplated by the Managing Member Offer). For the avoidance of doubt, in no event shall the holders of Class A Common Units be entitled to receive in such Managing Member Offer aggregate consideration for each Class A Common Unit that is greater or lesser than the consideration payable in respect of each Class A Share in connection with such Managing Member Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). The Managing Member shall send written notice to each of the other Members at least thirty (30) days prior to the closing of the transactions contemplated by any Managing Member Offer notifying them of their rights pursuant to this Section 4.4(c)(iii), and setting forth (i) a copy of the written proposal or agreement to which the Managing Member Offer will be effected; (ii) the consideration payable in connection therewith; (iii) the terms and conditions of transfer and payment and (iv) the date and location of and procedures for selling Class A Common Units. In the event that the information set forth in such notice changes, a subsequent notice shall be delivered by the Managing Member no less than seven (7) days prior to the closing of the Managing Member Offer. (iv) Notwithstanding the foregoing clauses (i) and through (iiiii), to the extent that any consideration payable by Pubco the Managing Member in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock Shares or other Equity Securities of Pubco the Managing Member or any of its Subsidiaries (other than the Company and or any of its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock Shares or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubcothe Managing Member’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or Neither PubCo nor any of its Subsidiaries (including the General Partner, but other than the Company Partnership, Blue Owl Carry and its their respective Subsidiaries) may redeem, repurchase or otherwise acquire acquire: (A) shares of Class A Common Stock pursuant to a repurchase plan Shares or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) or such Subsidiary an equal number of Class A Units for the same price per security, if any, or (B) any other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) B Shares pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewiththerewith (x) the Partnership redeems, the Company shall redeem, repurchase repurchases or otherwise acquire acquires from Pubco the General Partner an equal number of GP Units for a price per GP Unit equal to the Partnership’s Allocation Percentage of the price per Class A Share or Class B Share (together if any, and as applicable); and (y) Blue Owl Carry redeems, repurchases or otherwise acquires from the General Partner an equal number of Carry GP Units for a price per Carry GP Unit equal to Blue Owl Carry’s Allocation Percentage of the price per Class A Share or Class B Share (if any, and as applicable); or (B) any other Equity Securities of PubCo or any of its Subsidiaries (including the General Partner, but other than the Partnership and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with Pubco Sub and a transaction approved by the BlockersBoard) unless substantially simultaneously therewith (x) the Partnership redeems, repurchases or such Subsidiary otherwise acquires from the General Partner an equal number of the corresponding class or series of Equity Securities of the Company Partnership with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for a price per Equity Security of the Partnership equal to the Partnership’s Allocation Percentage of the price per Equity Security of PubCo or such Subsidiary (if any); and (y) Blue Owl Carry redeems, repurchases or otherwise acquires from PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of Blue Owl Carry with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo or such Subsidiary for a price per security, Equity Security of Blue Owl Carry equal to Blue Owl Carry’s Allocation Percentage of the price per Equity Security of PubCo or such Subsidiary (if any). (ii) The Company Partnership may not redeem, repurchase or otherwise acquire acquire: (xA) any Class A GP Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (including the General Partner, but other than the Company Partnership and its Subsidiaries) unless unless: (I) substantially simultaneously Pubco therewith (x) Blue Owl Carry redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) an equal number of Carry GP Units from PubCo or such Subsidiary, and (y) PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for Shares or Class B Shares; and (II) the same price per security from holders thereof GP Unit and the price per Carry GP Unit shall be the Partnership’s and Blue Owl Carry’s respective Allocation Percentage of the price per Class A Share or Class B Share (yas applicable); or (B) any other Equity Securities Partnership Units of the Company Partnership from Pubco PubCo or any of its Subsidiaries (including the General Partner, but other than the Company Partnership and its Subsidiaries) unless unless: (I) substantially simultaneously Pubco or such Subsidiary therewith (x) Blue Owl Carry redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of other Equity Securities of Pubco (Blue Owl Carry from PubCo or such Subsidiary) Subsidiary of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary and (y) PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) an equal number of Equity Securities of PubCo or such Subsidiary of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Partnership Units of PubCo or such Subsidiary; and (II) the price per other Partnership Units of the Partnership and the price per other Equity Security of Blue Owl Carry shall be the Partnership’s and Blue Owl Carry’s respective Allocation Percentage of the price per other Equity Security of PubCo or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii4.1(h)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a PubCo Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors)PubCo Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco PubCo (together with Pubco Sub and the Blockersor its wholly owned Subsidiary that owns Common Units) or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a PubCo Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors)PubCo Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco PubCo (together with Pubco Sub and the Blockersor its wholly owned Subsidiary that owns such Equity Securities) or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) In the event that a tender offer, share exchange offer, or take-over bid or similar transaction with respect to Class A Common Stock (a “PubCo Offer”) is proposed by PubCo or is proposed to PubCo or its stockholders, the holders of Common Units shall be permitted to participate in such PubCo Offer by delivery of an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such PubCo Offer (and shall be contingent upon such PubCo Offer and not be effective if such PubCo Offer is not consummated)). In the case of a PubCo Offer proposed by PubCo, PubCo shall use its reasonable best efforts to take all such actions and do all such things as are necessary or desirable to enable and permit the holders of Common Units to participate in such PubCo Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination. Without limiting the generality of the prior sentence (and without limiting the ability of any Member holding Common Units to consummate an Exchange at any time pursuant to the terms of this LLC Agreement), the Board shall use its reasonable best efforts to ensure that such holders of Common Units may participate in such PubCo Offer without being required to consummate the Exchange with respect to their Common Units and cancel their shares of Class B Common Stock, as the case may be, prior to the closing of the transactions contemplated by the PubCo Offer. In no event shall the holders of Common Units be entitled to receive in such PubCo Offer aggregate consideration for each Common Unit and share of Class B Common Stock, taken together, that is greater than or less than the consideration payable in respect of each share of Class A Common Stock in connection with such PubCo Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (iii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a PubCo Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsPubCo Board) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a PubCo Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsPubCo Board) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiiiv) Notwithstanding the foregoing clauses (i) and through (iiiii), to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner. (v) Nothing set forth in this Section 4.1(h) shall apply to any redemption effected pursuant to Section 6.2(b) hereof.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or Neither the Managing Member nor any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities Interests of Pubco the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of the corresponding class or series of Equity Securities Interests of the Company with the same rights to dividends and distributions Distributions (including distributions Distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco the Managing Member or such Subsidiary for the same price per security, if any. (ii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers or any of their respective Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board) an equal number of Class A Common Shares for the same price per security from holders thereof or (y) any other Equity Interests of the Company from the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board of Directorsapproved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) for the same price per security an equal number of Equity Securities Interests of Pubco the Managing Member (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions Distributions (including distributions Distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco the Managing Member or such Subsidiary. (iii) Notwithstanding the foregoing clauses (ia) and (ii)c) of this Section 7.04, to the extent that any consideration payable by Pubco the Managing Member in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock Shares or other Equity Securities equity securities of Pubco the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock Shares or such other Equity Securities Interests (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubcothe Managing Member’s employee benefit plans for which there is are no corresponding Class A Common Units or other Equity Securities Interests of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities Interests of the Company shall be effectuated in an equivalent a substantially similar manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or Neither PubCo nor any of its Subsidiaries (including the General Partner, but other than the Company Partnership, Blue Owl Holdings and its their respective Subsidiaries) may redeem, repurchase or otherwise acquire acquire: (A) shares of Class A Common Stock pursuant to a repurchase plan Shares or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) or such Subsidiary an equal number of Class A Units for the same price per security, if any, or (B) any other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) B Shares pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewiththerewith (x) the Partnership redeems, the Company shall redeem, repurchase repurchases or otherwise acquire acquires from Pubco the General Partner an equal number of GP Units for a price per GP Unit equal to the Partnership’s Allocation Percentage of the price per Class A Share or Class B Share (together if any, and as applicable); and (y) Blue Owl Holdings redeems, repurchases or otherwise acquires from the General Partner an equal number of Holdings GP Units for a price per Holdings GP Unit equal to Blue Owl Holdings’ Allocation Percentage of the price per Class A Share or Class B Share (if any, and as applicable); or (B) any other Equity Securities of PubCo or any of its Subsidiaries (including the General Partner, but other than the Partnership and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with Pubco Sub and a transaction approved by the BlockersBoard) unless substantially simultaneously therewith (x) the Partnership redeems, repurchases or such Subsidiary otherwise acquires from the General Partner an equal number of the corresponding class or series of Equity Securities of the Company Partnership with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for a price per Equity Security of the Partnership equal to the Partnership’s Allocation Percentage of the price per Equity Security of PubCo or such Subsidiary (if any); and (y) Blue Owl Holdings redeems, repurchases or otherwise acquires from PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of Blue Owl Holdings with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo or such Subsidiary for a price per security, Equity Security of Blue Owl Holdings equal to Blue Owl Holdings’ Allocation Percentage of the price per Equity Security of PubCo or such Subsidiary (if any). (ii) The Company Partnership may not redeem, repurchase or otherwise acquire acquire: (xA) any Class A GP Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (including the General Partner, but other than the Company Partnership and its Subsidiaries) unless unless: (I) substantially simultaneously Pubco therewith (x) Blue Owl Holdings redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) an equal number of Holdings GP Units from PubCo or such Subsidiary, and (y) PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for Shares or Class B Shares; and (II) the same price per security from holders thereof GP Unit and the price per Holdings GP Unit shall be the Partnership’s and Blue Owl Holdings’ respective Allocation Percentage of the price per Class A Share or Class B Share (yas applicable); or (B) any other Equity Securities Partnership Units of the Company Partnership from Pubco PubCo or any of its Subsidiaries (including the General Partner, but other than the Company Partnership and its Subsidiaries) unless unless: (I) substantially simultaneously Pubco or such Subsidiary therewith (x) Blue Owl Holdings redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of other Equity Securities of Pubco (Blue Owl Holdings from PubCo or such Subsidiary) Subsidiary of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary and (y) PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) an equal number of Equity Securities of PubCo or such Subsidiary of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Partnership Units of PubCo or such Subsidiary; and (II) the price per other Partnership Units of the Partnership and the price per other Equity Security of Blue Owl Holdings shall be the Partnership’s and Blue Owl Holdings’ respective Allocation Percentage of the price per other Equity Security of PubCo or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or Neither PubCo nor any of its Subsidiaries (including the General Partner, but other than the Company Partnership, Blue Owl Holdings and its their respective Subsidiaries) may redeem, repurchase or otherwise acquire acquire: (A) shares of Class A Common Stock pursuant to a repurchase plan Shares or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) or such Subsidiary an equal number of Class A Units for the same price per security, if any, or (B) any other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) B Shares pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewiththerewith (x) the Partnership redeems, the Company shall redeem, repurchase repurchases or otherwise acquire acquires from Pubco the General Partner an equal number of GP Units for a price per GP Unit equal to the Partnership’s Allocation Percentage of the price per Class A Share or Class B Share (together if any, and as applicable); and (y) Blue Owl Holdings redeems, repurchases or otherwise acquires from the General Partner an equal number of Holdings GP Units for a price per Holdings GP Unit equal to Blue Owl Holdings’ Allocation Percentage of the price per Class A Share or Class B Share (if any, and as applicable); or (B) any other Equity Securities of PubCo or any of its Subsidiaries (including the General Partner but other than the Partnership and its Subsidiaries) pursuant to a Board approved repurchase plan or program (or otherwise in connection with Pubco Sub and a transaction approved by the BlockersBoard) unless substantially simultaneously therewith (x) the Partnership redeems, repurchases, extinguishes or such Subsidiary otherwise acquires from the General Partner an equal number of the corresponding class or series of Equity Securities of (or other equivalent economic rights held by the Company General Partner, including the rights contained in Section 3.4(a))of the Partnership with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for a price per Equity Security of the Partnership equal to the Partnership’s Allocation Percentage of the price per Equity Security of PubCo or such Subsidiary (if any); and (y) Blue Owl Holdings redeems, repurchases, extinguishes or otherwise acquires from PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities (or other equivalent economic rights held by PubCo or such Subsidiary, including the rights contained in Section 3.4(a) of the Holdings LPA) of Blue Owl Holdings with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of PubCo or such Subsidiary for a price per security, Equity Security of Blue Owl Holdings equal to Blue Owl Holdings’ Allocation Percentage of the price per Equity Security of PubCo or such Subsidiary (if any). (ii) The Company Partnership may not redeem, repurchase or otherwise acquire acquire: (xA) any Class A GP Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (including the General Partner but other than the Company Partnership and its Subsidiaries) unless unless: (I) substantially simultaneously Pubco therewith (x) Blue Owl Holdings redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) an equal number of Holdings GP Units from PubCo or such Subsidiary, and (y) PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for Shares or Class B Shares; and (II) the same price per security from holders thereof GP Unit and the price per Holdings GP Unit shall be the Partnership’s and Blue Owl Holdings’ respective Allocation Percentage of the price per Class A Share or Class B Share (yas applicable); or (B) any other Equity Securities Partnership Units of the Company Partnership from Pubco PubCo or any of its Subsidiaries (including the General Partner but other than the Company Partnership and its Subsidiaries) unless unless: (I) substantially simultaneously Pubco or such Subsidiary therewith (x) Blue Owl Holdings redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of other Equity Securities of Pubco (Blue Owl Holdings from PubCo or such Subsidiary) Subsidiary of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary and (y) PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) an equal number of Equity Securities of PubCo or such Subsidiary of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Partnership Units of PubCo or such Subsidiary; and (II) the price per other Partnership Units of the Partnership and the price per other Equity Security of Blue Owl Holdings shall be the Partnership’s and Blue Owl Holdings’ respective Allocation Percentage of the price per other Equity Security of PubCo or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) and substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) and substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco The Special Limited Partner or any of its Subsidiaries (other than the Company Partnership and its Subsidiaries) may not redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock Shares pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewiththerewith the Partnership redeems, the Company shall redeem, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Special Limited Partner or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco the Special Limited Partner or any of its Subsidiaries (other than the Company Partnership and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewiththerewith the Partnership redeems, the Company shall redeem, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Special Limited Partner or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company Partnership with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco the Special Limited Partner or such Subsidiary for the same price per security, if any. (ii) The Company Partnership may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers Special Limited Partner or any of their respective its Subsidiaries (other than the Company Partnership and its Subsidiaries) unless substantially simultaneously Pubco the Special Limited Partner or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock Shares for the same price per security from holders thereof or (y) any other Equity Securities Partnership Units of the Company Partnership from Pubco the Special Limited Partner or any of its Subsidiaries (other than the Company Partnership and its Subsidiaries) unless substantially simultaneously Pubco the Special Limited Partner or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco the Special Limited Partner (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Partnership Units of Pubco the Special Limited Partner or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) and substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) and substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (ii) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Subject to Section 7.01(j)(ii), Pubco or Neither the Managing Member nor any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock or Class C Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of Class A Units for the same price per security, if any, or (B) any other Equity Securities Interests of Pubco the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) unless substantially simultaneously therewith, therewith the Company shall redeemredeems, repurchase repurchases or otherwise acquire acquires from Pubco (together with Pubco Sub and the Blockers) Managing Member or such Subsidiary an equal number of the corresponding class or series of Equity Securities Interests of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco the Managing Member or such Subsidiary for the same price per security, if any. (ii) The Company may not redeem, repurchase or otherwise acquire (xA) any Class A Units from Pubco, Pubco Sub, the Blockers or any of their respective Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board) an equal number of shares of Class A Common Stock or Class C Common Stock for the same price per security from holders thereof or (B) any other Equity Interests of the Company from the Managing Member or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously the Managing Member or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board of Directorsapproved repurchase plan or program (or otherwise in connection with a transaction approved by the Board) for the same price per security an equal number of Equity Securities Interests of Pubco the Managing Member (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities Interests of Pubco the Managing Member or such Subsidiary. (iii) Notwithstanding the foregoing clauses (i) and (ii), to the extent that any consideration payable by Pubco in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under Pubco’s employee benefit plans for which there is no corresponding Class A Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (i) Immediately following the LLCA Effective Time, and in any event prior to the Blocker Effective Time (the “Redemption Time”), subject to assets of the Company being legally available therefor, all outstanding Common Units held by any Member who holds Common Units with an aggregate fair value, determined based on the Per Unit Unitholder Merger Consideration multiplied by the number of Common Units held by such Member, equal to or less than $1.00 that has not executed and delivered a Redemption Agreement (each, a “Redemption Member”) shall automatically be redeemed by the Company (the “Automatic Redemption”), and such Member shall be entitled to receive a cash payment in an amount equal to the Per Unit Unitholder Merger Consideration multiplied by the number of Common Units redeemed (with respect to each such Member, such Member’s “Redemption Payment”). As soon as practicable after the Automatic Redemption, the Company will deliver, or cause to be delivered, to each Redemption Member the Redemption Payment to which such Redemption Member is entitled in exchange for such redeemed Common Units, without interest. As of the Redemption Time, each Redemption Member shall (w) automatically cease to be a Member of the Company, (x) have no further rights as a Member under this LLC Agreement or the Business Combination Agreement, (y) have no rights under (and no rights to become a party to) the Tax Receivable Agreement and (z) have only the right to receive the Redemption Payment for which such Redemption Member’s Common Units were redeemed, without interest. From and after the Automatic Redemption, the Company shall be entitled to treat any certificates and book-entry interests representing the Common Units to be redeemed pursuant to this Section 4.1(h)(i) as redeemed and cancelled, notwithstanding the failure of the holder thereof to surrender such certificates or book-entry interests and without any further action by or on behalf of the Company or such holder. (ii) Subject to Section 7.01(j)(ii4.1(h)(iii), Pubco following the Effective Time, PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a PubCo Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors)PubCo Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a PubCo Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors)PubCo Board) and, provided that substantially simultaneously therewith, the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (iiiii) The In the event that a tender offer, share exchange offer, or take-over bid or similar transaction with respect to Class A Common Stock (a “PubCo Offer”) is proposed by PubCo or is proposed to PubCo or its stockholders at any time following the Effective Time, the holders of Common Units shall be permitted to participate in such PubCo Offer by delivery of an Exchange Notice (which Exchange Notice shall be effective immediately prior to the consummation of such PubCo Offer or such other time or upon the happening of such event as may be specified therein (and, for the avoidance of doubt, shall be contingent upon such PubCo Offer and not be effective if such PubCo Offer is not consummated)). In the case of a PubCo Offer proposed by PubCo, PubCo shall use its reasonable best efforts to take all such actions and do all such things as are necessary or desirable to enable and permit the holders of Common Units to participate in such PubCo Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence (and without limiting the ability of any Member holding Common Units to consummate an Exchange at any time pursuant to the terms of this Agreement), the Board shall use its reasonable best efforts to ensure that such holders of Common Units may participate in such PubCo Offer without being required to Exchange their Common Units and cancel their shares of Class V Common Stock, as the case may be, (or, if so required, to ensure that any such Exchange and cancelation shall be effective only upon or immediately prior to, and shall be conditional upon, the closing of the transactions contemplated by the PubCo Offer). For the avoidance of doubt, in no event shall the holders of Common Units be entitled to receive in such PubCo Offer aggregate consideration for each Common Unit and share of Class V Common Stock, taken together, that is greater than or less than the consideration payable in respect of each share of Class A Common Stock in connection with such PubCo Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). (iv) Following the Effective Time, the Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a PubCo Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsPubCo Board) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a PubCo Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsPubCo Board) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiiv) Notwithstanding the foregoing clauses (i) and through (iiiv), to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.

Repurchases and Redemptions. (ia) Subject to Section 7.01(j)(ii), Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) may redeem, repurchase or otherwise acquire (A) shares of Class A Common Stock pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) and substantially simultaneously therewith, therewith the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of Class A Common Units for the same price per security, if any, or (B) any other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) pursuant to a Board of Directors approved repurchase plan or program (or otherwise in connection with a transaction approved by the Board of Directors), provided that Board) and substantially simultaneously therewith, therewith the Company shall redeem, repurchase or otherwise acquire from Pubco (together with Pubco Sub and the Blockers) PubCo or such Subsidiary an equal number of the corresponding class or series of Equity Securities of the Company with the same rights to dividends and distributions Distributions (including distributions Distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary for the same price per security, if any. (iib) The Company may not redeem, repurchase or otherwise acquire (x) any Class A Common Units from Pubco, Pubco Sub, the Blockers PubCo or any of their respective its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) an equal number of shares of Class A Common Stock for the same price per security from holders thereof or (y) any other Equity Securities of the Company from Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) unless substantially simultaneously Pubco PubCo or such Subsidiary redeems, repurchases or otherwise acquires pursuant to a Board approved repurchase plan or program approved by the Board of Directors (or otherwise in connection with a transaction approved by the Board of DirectorsBoard) for the same price per security an equal number of Equity Securities of Pubco PubCo (or such Subsidiary) of a corresponding class or series with substantially the same rights to dividends and distributions Distributions (including distributions Distributions upon liquidation) and other economic rights as those of such Equity Securities of Pubco PubCo or such Subsidiary. (iiic) Notwithstanding the foregoing clauses (ia) and (ii)b) of this Section 3.5, to the extent that any consideration payable by Pubco PubCo in connection with the redemption, repurchase or acquisition of any shares of Class A Common Stock or other Equity Securities of Pubco PubCo or any of its Subsidiaries (other than the Company and its Subsidiaries) consists (in whole or in part) of shares of Class A Common Stock or such other Equity Securities (including in connection with the cashless exercise of an option or warrant (or other convertible right or security)) other than under PubcoPubCo’s employee benefit plans for which there is are no corresponding Class A Common Units or other Equity Securities of the Company, then the redemption, repurchase or acquisition of the corresponding Class A Common Units or other Equity Securities of the Company shall be effectuated in an equivalent manner.