Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. Subject to and in accordance with the respective terms and conditions of this Agreement, effective as of the Initial Delivery Date (as defined in the Underwriting Agreement): (a) WH Merger Sub shall merge with and into XX XX, with XX XX surviving such merger as the surviving entity (the “WH Merger”), and each holder of membership interests in XX XX immediately prior to the WH Merger shall receive equivalent membership interests in WH Investment such that, following the WH Merger, XX XX is a wholly owned subsidiary of WH Investment and each holder of membership interests in XX XX immediately prior to the WH Merger is a holder of an equivalent membership interest in WH Investment; (b) Simultaneously with the WH Merger, EQ Merger Sub shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity (the “EQ Merger” and together with the WH Merger, the “Mergers”), and each holder of membership interests in EQ II immediately prior to the EQ Merger shall receive equivalent membership interests in EQ Investment such that, following the EQ Merger, EQ II is a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is a holder of an equivalent membership interest in EQ Investment; (c) Immediately following the WH Merger, WH Investment shall contribute, assign, transfer and deliver to WH Holdings 100% of the issued and outstanding membership interests in XX XX (the “WH Holdings Contribution”) such that, following the WH Holdings Contribution, XX XX is a wholly owned subsidiary of WH Holdings; (d) Immediately following the EQ Merger, EQ Investment shall contribute, assign, transfer and deliver to EQ Holdings 100% of the issued and outstanding membership interests in EQ II (the “EQ Holdings Contribution”) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary of EQ Holdings; (e) Simultaneously with the EQ Holdings Contribution, NGP XI shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% of the issued and outstanding membership interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings; (f) Immediately following the WH Holdings Contribution, WH Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in XX XX and the Company shall issue to WH Holdings 21,200,084 shares of Common Stock in the Company (the “WH Company Contribution”); (g) Immediately following the EQ Holdings Contribution, EQ Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 shares of Common Stock in the Company (the “EQ Company Contribution”); and

Restructuring Transactions. Subject to and in accordance with the respective terms and conditions of this Agreement, effective as of the Initial Delivery Date (as defined in the Underwriting Agreement): (a) WH Merger Sub shall merge with and into XX XX, with XX XX surviving such merger as the surviving entity (the “WH Merger”), and each holder of membership interests in XX XX immediately prior to the WH Merger shall receive equivalent membership interests in WH Investment such that, following the WH Merger, XX XX is a wholly owned subsidiary of WH Investment and each holder of membership interests in XX XX immediately prior to the WH Merger is a holder of an equivalent membership interest in WH Investment; (b) Simultaneously with the WH Merger, EQ Merger Sub shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity (the “EQ Merger” and together with the WH Merger, the “Mergers”), and each holder of membership interests in EQ II immediately prior to the EQ Merger shall receive equivalent membership interests in EQ Investment such that, following the EQ Merger, EQ II is a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is a holder of an equivalent membership interest in EQ Investment; (c) Immediately following the WH Merger, WH Investment shall contribute, assign, transfer and deliver to WH Holdings 100% of the issued and outstanding membership interests in XX XX (the “WH Holdings Contribution”) such that, following the WH Holdings Contribution, XX XX is a wholly owned subsidiary of WH Holdings; (d) Immediately following the EQ Merger, EQ Investment shall contribute, assign, transfer and deliver to EQ Holdings 100% of the issued and outstanding membership interests in EQ II (the “EQ Holdings Contribution”) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary of EQ Holdings; (e) Simultaneously with the EQ Holdings Contribution, NGP XI shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% of the issued and outstanding membership interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings; (f) Immediately following the WH Holdings Contribution, WH Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in XX XX and the Company shall issue to WH Holdings 21,200,084 [____] shares of Common Stock in the Company (the “WH Company Contribution”); (g) Immediately following the EQ Holdings Contribution, EQ Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 [ ] shares of Common Stock in the Company (the “EQ Company Contribution”); and (h) Immediately following the AcqCo. Holdings Contribution, AcqCo. Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in AcqCo. and the Company shall issue to AcqCo. Holdings [ ] shares of Common Stock in the Company (the “AcqCo. Company Contribution”);

Restructuring Transactions. Subject to and in accordance with the respective terms and conditions of this AgreementAgreement and in reliance upon the representations, effective as of warranties, covenants and agreements contained herein, the Initial Delivery Date (as defined parties hereto shall effect the following transactions in the Underwriting Agreement):following order at the Closing: (a) WH Merger Sub first, (i) the Memorandum and Articles of Association of SHLF shall be amended in the form attached as Exhibit C hereto (the “SHLF M&A Amendment”) to permit the Loan Exchange and Note Capitalization; (b) second, (i) following the SHLF M&A Amendment and on the First Closing Date the Memorandum and Articles of Association of MKHL as in effect immediately prior to the Closing shall be amended in the form attached as Exhibit D hereto (the “Amended MKHL Memorandum and Articles”) to (x) reclassify the MKHL Shares as ordinary shares, no par value (“MKHL Ordinary Shares”), (y) create a new class of preference shares, no par value (“MKHL Preference Shares” and together with the MKHL Ordinary Shares, the “New MKHL Shares”), and (z) change the authorized capital from $50,000 divided into 50,000 shares to no authorized capital but MKHL shall have the power to issue up to 150,000,000 MKHL Ordinary Shares and up to 10,856,853 MKHL Preference Shares, and (ii) MKHL, SHLF and MK shall cause the Amended MKHL Memorandum and Articles to be duly filed by the registered agent of MKHL in accordance with the Act with the Registrar of Corporate Affairs of the British Virgin Islands (the “Registrar”) (the actions set forth in clauses (i) and (ii), the “MKHL Recapitalization” and the date on which the MKHL Recapitalization becomes effective, the “First Closing Date”); (c) third, immediately following the MKHL Recapitalization and on the First Closing Date, SHLF shall transfer and contribute to the capital of SHLK the SHLK First Note (the “Contribution”); (d) fourth, immediately following the Contribution and on the First Closing Date, MKHL shall assume the SHLK Second Note in consideration for extinguishment of the MKHL Note (the “Assumption”); (e) fifth, immediately following the Assumption and on the First Closing Date, SHLK shall assign its rights to receive payment under the Far East Loan and the MK Loans to SHLF, and SHLF shall then assign its right to receive payment under the Far East Loan and the MK Loans to the shareholders of SHLF who own SHLF Preference Shares (such rights to be allocated pro rata among such shareholders in accordance with their respective Preference Percentages as of immediately prior to the Closing) in exchange for 86.52107 SHLF Preference Shares which will then be redeemed by SHLF (the “Loan Exchange”), and as a result of the Loan Exchange, the issued and outstanding SHLF Preference Shares shall have an aggregate value of approximately $141,347,893 as of such time; (f) sixth, following the SHLF Loan Exchange and on the first Business Day immediately following the First Closing Date (the “Second Closing Date”), SHLK shall merge with and into XX XXMKHL, with XX XX surviving such merger MKHL as the surviving entity company (the “WH SHLK-MKHL Merger”), in accordance with Section 2.3, and each holder of membership interests in XX XX immediately prior pursuant to the WH SHLK–MKHL Merger, SHLK Shares will be canceled and automatically converted into the right to receive a number of MKHL Ordinary Shares as set forth in Section 2.3(d) having an aggregate value as of such time equal to 85.0% of the post-SHLK-MKHL Merger value of MKHL; (g) seventh, immediately following the SHLK-MKHL Merger and on the Second Closing Date, SHLF shall receive equivalent membership interests contribute the SHLK Second Note to the capital of MKHL in WH Investment exchange for 53.5991 newly-issued MKHL Ordinary Shares having an aggregate value as of such thattime equal to $101,650,000 (the “Note Capitalization”); (h) eighth, following the WH MergerNote Capitalization and on the first Business Day immediately following the Second Closing Date (the “Third Closing Date”), XX XX is a wholly owned subsidiary of WH Investment and each holder of membership interests in XX XX immediately prior to the WH Merger is a holder of an equivalent membership interest in WH Investment; (b) Simultaneously with the WH Merger, EQ Merger Sub SHLF shall merge with and into EQ IIMKHL, with EQ II surviving such merger MKHL as the surviving entity company (the “EQ SHLF-MKHL Merger” and and, together with the WH SHLK-MKHL Merger, the “Mergers”), in accordance with Section 2.4, and each holder of membership interests in EQ II immediately prior pursuant to the EQ Merger shall receive equivalent membership interests in EQ Investment such that, following the EQ SHLF-MKHL Merger, EQ II is (i) SHLF Ordinary Shares will be canceled and automatically converted into the right to receive a wholly owned subsidiary number of EQ Investment MKHL Ordinary Shares and MKHL Preference Shares, (ii) SHLF Preference Shares will be canceled and automatically converted into the right to receive a number of MKHL Preference Shares and (iii) MKHL Ordinary Shares held by MK will be canceled and automatically converted into the right to receive a number of MKHL Ordinary Shares and MKHL Preference Shares, in each holder of membership interests in EQ II immediately prior to the EQ Merger is a holder of an equivalent membership interest in EQ Investment; (c) Immediately following the WH Merger, WH Investment shall contribute, assign, transfer and deliver to WH Holdings 100% of the issued cases of clauses (i), (ii) and outstanding membership interests (iii), as set forth in XX XX (the “WH Holdings Contribution”) such that, following the WH Holdings Contribution, XX XX is a wholly owned subsidiary of WH Holdings; (d) Immediately following the EQ Merger, EQ Investment shall contribute, assign, transfer and deliver to EQ Holdings 100% of the issued and outstanding membership interests in EQ II (the “EQ Holdings Contribution”) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary of EQ Holdings; (e) Simultaneously with the EQ Holdings Contribution, NGP XI shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% of the issued and outstanding membership interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings; (f) Immediately following the WH Holdings Contribution, WH Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in XX XX and the Company shall issue to WH Holdings 21,200,084 shares of Common Stock in the Company (the “WH Company Contribution”Section 2.4(d); (gi) Immediately ninth, immediately following the EQ Holdings ContributionSHLF-MKHL Merger and on the Third Closing Date, EQ Holdings shall contributethe Xxxxxxx Xxxx (USA), assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 shares of Common Inc. Stock in the Company Option Plan (the “EQ Company ContributionOption Plan”) shall be amended to provide that all outstanding options under the Option Plan to purchase shares of Xxxxxxx Xxxx Corporation shall be adjusted to become options to purchase MKHL Ordinary Shares (the “Options”), and the Option Plan shall be revised such that all future grants made under the Option Plan shall be options to purchase MKHL Ordinary Shares (the “Option Plan Amendment”); and (j) tenth, immediately following the Option Plan Amendment and on the Third Closing Date, MKHL and the Investors shall execute (i) a Shareholders Agreement, a form of which is attached hereto as Exhibit E (the “Shareholders Agreement”), and (ii) a Voting and Lock-up Agreement, a form of which is attached hereto as Exhibit F (the “Voting Agreement”).

Restructuring Transactions. Subject to and in accordance with the respective terms and conditions of this Agreement, effective as of the Initial Delivery Date (as defined in the Underwriting Agreement): (a) WH Merger Sub shall merge with and into XX XX, with XX XX surviving such merger as the surviving entity (the “WH Merger”), and each holder of membership interests in XX XX immediately prior to the WH Merger shall receive equivalent membership interests in WH Investment such that, following the WH Merger, XX XX is a wholly owned subsidiary of WH Investment and each holder of membership interests in XX XX immediately prior to the WH Merger is a holder of an equivalent membership interest in WH Investment; (b) Simultaneously with the WH Merger, EQ Merger Sub shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity (the “EQ Merger” and together with the WH Merger, the “Mergers”), and each holder of membership interests in EQ II immediately prior to the EQ Merger shall receive equivalent membership interests in EQ Investment such that, following the EQ Merger, EQ II is a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is a holder of an equivalent membership interest in EQ Investment; (c) Immediately following the WH Merger, WH Investment shall contribute, assign, transfer and deliver to WH Holdings 100% of the issued and outstanding membership interests in XX XX (the “WH Holdings Contribution”) such that, following the WH Holdings Contribution, XX XX is a wholly owned subsidiary of WH Holdings; (d) Immediately following the EQ Merger, EQ Investment shall contribute, assign, transfer and deliver to EQ Holdings 100% of the issued and outstanding membership interests in EQ II (the “EQ Holdings Contribution”) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary of EQ Holdings; (e) Simultaneously with the EQ Holdings Contribution, NGP XI shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% of the issued and outstanding membership interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings; (f) Immediately following the WH Holdings Contribution, WH Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in XX XX and the Company shall issue to WH Holdings 21,200,084 shares of Common Stock in the Company (the “WH Company Contribution”); (g) Immediately following the EQ Holdings Contribution, EQ Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 shares of Common Stock in the Company (the “EQ Company Contribution”); and (h) Immediately following the AcqCo. Holdings Contribution, AcqCo. Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in AcqCo. and the Company shall issue to AcqCo. Holdings 2,563,266 shares of Common Stock in the Company (the “AcqCo. Company Contribution”);

Restructuring Transactions. Subject to and in accordance with the respective terms and conditions of this Agreement, effective as of the Initial Delivery Date (as defined in the Underwriting Agreement): (a) WH Merger Sub shall merge with and into XX XX, with XX XX surviving such merger as the surviving entity (the “WH Merger”), and each holder all of the membership interests in XX XX outstanding immediately prior to the WH Merger shall receive be converted into equivalent membership interests in WH Investment and all of the membership interests in WH Merger Sub outstanding immediately prior to the WH Merger shall be converted into membership interests in XX XX such that, following the WH Merger, XX XX is shall be a wholly owned subsidiary of WH Investment and each holder of membership interests in XX XX immediately prior to the WH Merger is shall be a holder of an equivalent membership interest in WH Investment; (b) Simultaneously with the WH Merger, EQ Merger Sub shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity (the “EQ Merger” and together with the WH Merger, the “Mergers”), and each holder all of the membership interests in EQ II outstanding immediately prior to the EQ Merger shall receive be converted into equivalent membership interests in EQ Investment and all of the membership interests in EQ Merger Sub outstanding immediately prior to the EQ Merger shall be converted into membership interests in EQ II such that, following the EQ Merger, EQ II is shall be a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is shall be a holder of an equivalent membership interest in EQ Investment; (c) Immediately following the WH Merger, WH Investment shall contribute, assign, transfer and deliver to WH Holdings 100% of the issued and outstanding membership interests in XX XX (the “WH Holdings Contribution”) such that, following the WH Holdings Contribution, XX XX is a wholly owned subsidiary of WH Holdings; (d) Immediately following the EQ Merger, EQ Investment shall contribute, assign, transfer and deliver to EQ Holdings 100% of the issued and outstanding membership interests in EQ II (the “EQ Holdings Contribution”) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary of EQ Holdings; (e) Simultaneously with the EQ Holdings Contribution, NGP XI shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% of the issued and outstanding membership interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings; (f) Immediately following the WH Holdings Contribution, WH Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in XX XX and the Company shall issue to WH Holdings 21,200,084 shares of Common Stock in the Company (the “WH Company Contribution”); (g) Immediately following the WH Company Contribution, all shares of the Company held by XX XX shall be redeemed and cancelled by the Company in exchange for WH II’s forgiveness of the XX XX Commitment; (h) Immediately following the EQ Holdings Contribution, EQ Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 shares of Common Stock in the Company (the “EQ Company Contribution”); and (i) Immediately following the AcqCo. Holdings Contribution, AcqCo. Holdings shall contribute, assign, transfer and deliver to the Company 100% of the issued and outstanding membership interests in AcqCo. and the Company shall issue to AcqCo. Holdings 2,563,266 shares of Common Stock in the Company (the “AcqCo. Company Contribution”).

Restructuring Transactions. Subject to and in accordance with Upon the respective terms and subject to the conditions of this AgreementAgreement (other than those conditions that can only be satisfied on the Closing Date), effective as of on or prior to the Initial Delivery Closing Date (as defined but in any event prior to the Closing), the following actions shall be taken in the Underwriting Agreement):order set forth below: (a) WH Merger Sub VGAC LLC shall merge with and into XX XX, with XX XX surviving such merger as the surviving entity (the “WH Merger”), and each holder transfer certain shares of membership interests Company Common Stock to VHI in XX XX immediately prior repayment of certain outstanding indebtedness owed by VGAC LLC to the WH Merger shall receive equivalent membership interests in WH Investment such that, following the WH Merger, XX XX is a wholly owned subsidiary of WH Investment and each holder of membership interests in XX XX immediately prior to the WH Merger is a holder of an equivalent membership interest in WH InvestmentVHI; (b) Simultaneously with the WH Merger, EQ Merger Sub VGAC LLC shall merge with and into EQ II, with EQ II surviving such merger as the surviving entity transfer certain shares of Company Common Stock (the “EQ Merger” and together with the WH Merger, the “MergersCHL Shares”), and each holder ) to CHL in repayment of membership interests in EQ II immediately prior certain outstanding indebtedness owed by VGAC LLC to the EQ Merger shall receive equivalent membership interests in EQ Investment such that, following the EQ Merger, EQ II is a wholly owned subsidiary of EQ Investment and each holder of membership interests in EQ II immediately prior to the EQ Merger is a holder of an equivalent membership interest in EQ InvestmentCHL; (c) Immediately following CHL shall distribute the WH MergerCHL Shares to VHI; (d) VGAC Co. shall be merged with and into VHI; (e) VGAC LLC shall be merged with and into VHI, WH Investment as a result of which, together with the actions set forth in clauses (a) and (c), VHI shall contribute, assign, transfer and deliver become the direct owner of 683,643,890 shares of Company Common Stock; (f) VHI shall distribute 254,967,419 shares of Company Common Stock to WH Holdings 100% the Seller; (g) the Seller shall contribute all of the issued and outstanding membership interests capital stock of VHI to New VH in XX XX exchange for 999 shares of common stock of New VH; (h) VHI shall be converted, pursuant to a statutory conversion as permitted under the Delaware General Corporation Law (the “WH Holdings ContributionDGCL”) such that), following the WH Holdings Contribution, XX XX is into a wholly owned subsidiary of WH Holdingslimited liability company; (di) Immediately following New VH shall redeem 500 shares of common stock of New VH from the EQ Merger, EQ Investment Seller in exchange for a note issued by New VH to the Seller (the “New VH Note”); (j) New VH shall contribute, assign, assume from VHI LLC certain indebtedness owed by VHI to the Seller (the “VHI Debt”) in exchange for the transfer and deliver from VHI to EQ Holdings 100% New VH of (i) all of the issued and outstanding membership interests in EQ II capital stock of UMG and (the “EQ Holdings Contribution”ii) such that, following the EQ Holdings Contribution, EQ II is a wholly owned subsidiary 428,676,471 shares of EQ HoldingsCompany Common Stock; (ek) Simultaneously with the EQ Holdings Contribution, NGP XI New VH shall contribute, assign, transfer and deliver to AcqCo. Holdings 100% contribute all of the issued and outstanding membership limited liability company interests in AcqCo. (the “AcqCo. Holdings Contribution”) such that, following the AcqCo. Holdings Contribution, AcqCo. is a wholly owned subsidiary of AcqCo. Holdings;VHI to UMG; and (fl) Immediately following the WH Holdings Contribution, WH Holdings New VH shall contribute, assign, transfer and deliver to the Company 100% of all the issued and outstanding membership interests capital stock of UMG to the Seller in XX XX repayment of the New VH Note and the Company shall issue to WH Holdings 21,200,084 shares of Common Stock in the Company (the “WH Company Contribution”); (g) Immediately following the EQ Holdings Contribution, EQ Holdings shall contribute, assign, transfer and deliver VHI Debt owed by New VH to the Company 100% of the issued and outstanding membership interests in EQ II and the Company shall issue to EQ Holdings 38,755,330 shares of Common Stock in the Company (the “EQ Company Contribution”); andSeller.