Common use of Rollover Clause in Contracts

Rollover. On the terms and subject to the conditions set forth herein, (a) each Holder agrees, at the Rollover Closing, to contribute, transfer and assign to Topco such Holder’s Rollover Indebtedness and Rollover Warrants, in exchange for the issuance by Topco to such Holder of such Holder’s Exchange Series A Preferred Units and Exchange Common Units, and each Holder shall execute and deliver to Topco a counterpart signature page to the Topco A&R LLC Agreement and such other documents and instruments reasonably necessary to effect the Indebtedness Rollover and Warrant Rollover in accordance with the terms hereof, and (b) Topco agrees, at such time, to issue to such Holder such Holder’s Exchange Series A Preferred Units and Exchange Common Units, free and clear of all Liens (other than restrictions on transfer arising under the Securities Act or other applicable securities Laws or set forth in the Topco A&R LLC Agreement), in exchange for the contribution, transfer and assignment by such Holder to Topco of such Holder’s Rollover Indebtedness and Rollover Warrants, and shall execute and deliver to such Holder all documents and instruments reasonably necessary to effect such issuance, and in connection with the Indebtedness Rollover and the Warrant Rollover, each Holder’s Remaining Loans shall not be included in the Rollover Loans and will remain outstanding following the Rollover Closing. The number of Exchange Series A Preferred Units and Exchange Common Units that will be issued by Topco to each Holder at the Rollover Closing is set forth opposite such Holder’s name on Schedule A; provided, that to the extent that additional SLR Warrants are issued to the Holders (“Additional Rollover Warrants”), additional loan amounts under Term A Loan become outstanding under the Loan Agreement or additional PIK Interest, Final Fees or other fees, in each case, that accrue under the Term A Loan (such additional loan amounts, PIK Interest, Final Fees or other fees that are not otherwise included in the Remaining Loans, collectively, “Additional Rollover Indebtedness”), in each case, pursuant to the Loan Agreement or the other Loan Documents, or in the ordinary course during the period beginning after the date hereof and ending as of immediately prior to the Rollover Closing, (i) the Holders, Topco and Parent shall amend Schedule A in writing to reflect the Holders’ good faith calculation of (x) the resulting increased number of Rollover Warrants attributable to the issuance of any Additional Rollover Warrants, or increased amount of Rollover Loans, Rollover PIK Interest and Rollover Accrued Fees attributable to such Additional Rollover Indebtedness, and (y) the allocation of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Xxxxxx’s Additional Rollover Warrants and/or Additional Rollover Indebtedness (as applicable), which determination shall be made in accordance with the methodology used to determine the number and combination of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Holder’s Rollover Warrants and Rollover Indebtedness as set forth on Schedule A as of the date hereof, in each case of the immediately preceding clauses (x) and (y), as determined in accordance with this Section 2.1 by the Holders after good faith consultation with Topco. Notwithstanding anything herein to the contrary, (A) Topco and Parent shall promptly execute and deliver any such amendment that is delivered to Topco and Parent at least one day prior to the Closing Date, (B) neither Topco, Parent nor any of their respective Affiliates or representatives shall be permitted to contest or dispute such good faith calculations, and (C) to the extent there is any such disagreement or dispute, the Holders’ calculations shall control and SLR, on behalf of Topco, Parent, and the other Parties shall, subject to the Company’s consultation rights set forth in the SLR Financing Agreements (as defined in the Merger Agreement), be permitted to unilaterally amend Schedule A to reflect such calculations, in each case of the immediately preceding clauses (B) and (C), so long as such calculations are made in accordance with this Section 2.1, and (ii) at the Rollover Closing, Topco shall issue to each applicable Holder an additional number of Exchange Series A Preferred Units at a price per Series A Preferred Unit equal to $2.18 and Exchange Common Units at a price per Common Unit equal to $2.18, and such additional Exchange Series A Preferred Units and additional Exchange Common Units shall, collectively, have an aggregate value equal to the aggregate value of such Additional Rollover Indebtedness and Additional Rollover Warrants (taken together).

Rollover. On At the Rollover Closing, upon the terms and subject to the conditions set forth hereinof this Agreement, (a) each Holder agreesInvestor hereby agrees that such Investor shall be deemed to have waived any and all rights under the Merger Agreement to receive the Merger Consideration in exchange for, at or in respect of, such Investor’s Rollover Interests. Each Investor acknowledges that such Investor will not receive any cash payment for the Rollover Closing, Interests held by him or it (as applicable) pursuant to contribute, transfer the Transactions and assign to Topco such Holder’s Rollover Indebtedness and Rollover Warrants, that in exchange for the issuance by Topco to such Holder consideration of such Holder’s Exchange Series A Preferred Units and Exchange Common Units, and each Holder shall execute and deliver Investor relinquishing its right to Topco a counterpart signature page to receive Merger Consideration in respect of the Topco A&R LLC Agreement and such other documents and instruments reasonably necessary to effect the Indebtedness Rollover and Warrant Rollover in accordance with the terms hereof, and Interests held by him or it (bas applicable) Topco agrees, at such time, to issue to such Holder such Holder’s Exchange Series A Preferred Units and Exchange Common Units, free and clear of all Liens (other than restrictions on transfer arising under the Securities Act or other applicable securities Laws or set forth in the Topco A&R LLC Agreement), in exchange for the contribution, transfer and assignment by such Holder to Topco of such Holder’s Rollover Indebtedness and Rollover Warrants, and shall execute and deliver to such Holder all documents and instruments reasonably necessary to effect such issuance, and in connection with the Indebtedness Transactions, such Rollover Interests shall remain issued and the Warrant Rollover, each Holder’s Remaining Loans shall not be included outstanding equity interests or profits interests in the Company and/or OpCo, as applicable. As used herein, “Rollover Loans and will remain outstanding following the Rollover Closing. The Interests” shall mean a number of Exchange Series A Preferred Units and Exchange Common Interests that are Shares of the Company, OpCo Membership Interests or OpCo Profits Units that will be issued by Topco to each Holder at the Rollover Closing is set forth opposite such Holder’s name on Schedule A; provided, that to the extent that additional SLR Warrants are issued to the Holders (“Additional Rollover Warrants”), additional loan amounts under Term A Loan become outstanding under the Loan Agreement or additional PIK Interest, Final Fees or other fees, in each case, that accrue under the Term A Loan (such additional loan amounts, PIK Interest, Final Fees or other fees that are not otherwise included in the Remaining Loans, collectively, “Additional using the Merger Consideration applicable to such Rollover Indebtedness”)Interests, in each case, pursuant have a value equal to the Loan Agreement or the other Loan Documents, or in the ordinary course during the period beginning after the date hereof and ending as of immediately prior to the Rollover Closing, (i) the Holdersaggregate value of all Interests (calculated using the Merger Consideration applicable to such Interests) minus (ii) $150,000,000, Topco and Parent shall amend Schedule A rounded to the nearest Share of the Company, OpCo Membership Interest or OpCo Profits Unit, as applicable. Notwithstanding anything in writing the Merger Agreement to reflect the Holders’ good faith calculation of contrary, (x) the resulting increased number OpCo Merger Consideration for the Membership Interests held by the Investors shall be determined without deduction of Rollover Warrants attributable to the issuance of any Additional Rollover Warrants, or increased amount of Rollover Loans, Rollover PIK OpCo Membership Interest and Rollover Accrued Fees attributable to such Additional Rollover Indebtedness, Distribution Amount and (y) the allocation OpCo Profits Units Merger Consideration for the OpCo Profits Units held by the Investors shall, for the avoidance of Series A Preferred Units and Common Units issuable doubt, be determined by reference to each Holder in exchange for such Xxxxxx’s Additional Rollover Warrants and/or Additional Rollover Indebtedness the OpCo Merger Consideration (as applicable), which determination shall be made in accordance with the methodology used to determine the number and combination of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Holder’s Rollover Warrants and Rollover Indebtedness as set forth on Schedule A as without deduction of the date hereof, in each case of the immediately preceding clauses (xOpCo Membership Interest Distribution Amount) and (y)taking into account any hurdle amount, catch-up hurdle amounts, catch-up adjustments or other similar adjustments as determined in accordance with this Section 2.1 by the Holders after good faith consultation with Topco. Notwithstanding anything herein to the contrary, (A) Topco and Parent shall promptly execute and deliver any such amendment that is delivered to Topco and Parent at least one day prior to the Closing Date, (B) neither Topco, Parent nor any of their respective Affiliates or representatives shall be permitted to contest or dispute such good faith calculations, and (C) to the extent there is any such disagreement or dispute, the Holders’ calculations shall control and SLR, on behalf of Topco, Parent, and the other Parties shall, subject to the Company’s consultation rights set forth in the SLR Financing Agreements terms of the applicable OpCo Profits Units. No later than 90 days following the date of this Agreement, PW shall designate in PW’s sole discretion (as defined on his behalf and on behalf of the other Investors) the Interests of the Investors that will comprise the Rollover Interests and their corresponding values by delivering to the Parent Entities an updated Exhibit A to specifically identify the Rollover Interests in the Merger column titled “Rollover Interests”. PW shall take actions reasonably within his control to cause the applicable HoldCo to (i) comply with the terms of this Rollover Agreement), be permitted to unilaterally amend Schedule A to reflect such calculations, in each case of the immediately preceding clauses (B) and (C), so long as such calculations are made in accordance with this Section 2.1, and (ii) at consummate the Rollover Closing, Topco shall issue Closing pursuant to each applicable Holder an additional number of Exchange Series A Preferred Units at a price per Series A Preferred Unit equal to $2.18 this Agreement and Exchange Common Units at a price per Common Unit equal to $2.18, and such additional Exchange Series A Preferred Units and additional Exchange Common Units shall, collectively, have an aggregate value equal pursuant to the aggregate value rollover agreement by and among, among others, the Parent Entities, Xxxxx Xxxxxxx and the HoldCos. The rights, obligations, representations, warranties and covenants of the HoldCos under this Agreement are limited solely to the Interests for which the applicable HoldCo is the record owner and if any HoldCo is not or ceases to be a record holder of any Rollover Interests, such Additional Rollover Indebtedness and Additional Rollover Warrants (taken together)HoldCo shall automatically cease to be included in the definition of “Investor” for the purposes of this Agreement.

Rollover. On At the Rollover Closing, upon the terms and subject to the conditions set forth hereinof this Agreement, (a) each Holder agreesInvestor hereby agrees that such Investor shall be deemed to have waived any and all rights under the Merger Agreement to receive the Merger Consideration in exchange for, at or in respect of, such Investor’s Rollover Interests. Each Investor acknowledges that such Investor will not receive any cash payment for the Rollover Closing, Interests held by him or it (as applicable) pursuant to contribute, transfer the Transactions and assign to Topco such Holder’s Rollover Indebtedness and Rollover Warrants, that in exchange for the issuance by Topco to such Holder consideration of such Holder’s Exchange Series A Preferred Units and Exchange Common Units, and each Holder shall execute and deliver Investor relinquishing its right to Topco a counterpart signature page to receive Merger Consideration in respect of the Topco A&R LLC Agreement and such other documents and instruments reasonably necessary to effect the Indebtedness Rollover and Warrant Rollover in accordance with the terms hereof, and Interests held by him or it (bas applicable) Topco agrees, at such time, to issue to such Holder such Holder’s Exchange Series A Preferred Units and Exchange Common Units, free and clear of all Liens (other than restrictions on transfer arising under the Securities Act or other applicable securities Laws or set forth in the Topco A&R LLC Agreement), in exchange for the contribution, transfer and assignment by such Holder to Topco of such Holder’s Rollover Indebtedness and Rollover Warrants, and shall execute and deliver to such Holder all documents and instruments reasonably necessary to effect such issuance, and in connection with the Indebtedness Transactions, such Rollover Interests shall remain issued and the Warrant Rollover, each Holder’s Remaining Loans shall not be included outstanding equity interests or profits interests in the Company and/or OpCo, as applicable. As used herein, “Rollover Loans and will remain outstanding following the Rollover Closing. The Interests” shall mean a number of Exchange Series A Preferred Units and Exchange Common Interests that are Shares of the Company, OpCo Membership Interests or OpCo Profits Units that will be issued by Topco to each Holder at the Rollover Closing is set forth opposite such Holder’s name on Schedule A; provided, that to the extent that additional SLR Warrants are issued to the Holders (“Additional Rollover Warrants”), additional loan amounts under Term A Loan become outstanding under the Loan Agreement or additional PIK Interest, Final Fees or other fees, in each case, that accrue under the Term A Loan (such additional loan amounts, PIK Interest, Final Fees or other fees that are not otherwise included in the Remaining Loans, collectively, “Additional using the Merger Consideration applicable to such Rollover Indebtedness”)Interests, in each case, pursuant have a value equal to the Loan Agreement or the other Loan Documents, or in the ordinary course during the period beginning after the date hereof and ending as of immediately prior to the Rollover Closing, (i) the Holdersaggregate value of all Interests (calculated using the Merger Consideration applicable to such Interests) minus (ii) $200,000,000, Topco and Parent shall amend Schedule A rounded to the nearest Share of the Company, OpCo Membership Interest or OpCo Profits Unit, as applicable. Notwithstanding anything in writing the Merger Agreement to reflect the Holders’ good faith calculation of contrary, (x) the resulting increased number OpCo Merger Consideration for the OpCo Membership Interests held by the Investors shall be determined without deduction of Rollover Warrants attributable to the issuance of any Additional Rollover Warrants, or increased amount of Rollover Loans, Rollover PIK OpCo Membership Interest and Rollover Accrued Fees attributable to such Additional Rollover Indebtedness, Distribution Amount and (y) the allocation OpCo Profits Units Merger Consideration for the OpCo Profits Units held by the Investors shall, for the avoidance of Series A Preferred Units and Common Units issuable doubt, be determined by reference to each Holder in exchange for such Xxxxxx’s Additional Rollover Warrants and/or Additional Rollover Indebtedness the OpCo Merger Consideration (as applicable), which determination shall be made in accordance with the methodology used to determine the number and combination of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Holder’s Rollover Warrants and Rollover Indebtedness as set forth on Schedule A as without deduction of the date hereof, in each case of the immediately preceding clauses (xOpCo Membership Interest Distribution Amount) and (y)taking into account any hurdle amount, catch-up hurdle amounts, catch-up adjustments or other similar adjustments as determined in accordance with this Section 2.1 by the Holders after good faith consultation with Topco. Notwithstanding anything herein to the contrary, (A) Topco and Parent shall promptly execute and deliver any such amendment that is delivered to Topco and Parent at least one day prior to the Closing Date, (B) neither Topco, Parent nor any of their respective Affiliates or representatives shall be permitted to contest or dispute such good faith calculations, and (C) to the extent there is any such disagreement or dispute, the Holders’ calculations shall control and SLR, on behalf of Topco, Parent, and the other Parties shall, subject to the Company’s consultation rights set forth in the SLR Financing Agreements terms of the applicable OpCo Profits Units. No later than 90 days following the date of this Agreement, AE shall designate in AE’s sole discretion (as defined on his behalf and on behalf of the other Investors) the Interests of the Investors that will comprise the Rollover Interests and their corresponding values by delivering to the Parent Entities an updated Exhibit A to specifically identify the Rollover Interests in the Merger column titled “Rollover Interests”. AE shall take actions reasonably within his control to cause the applicable HoldCo to (1) comply with the terms of this Rollover Agreement), be permitted to unilaterally amend Schedule A to reflect such calculations, in each case of the immediately preceding clauses (B) and (C), so long as such calculations are made in accordance with this Section 2.1, and (ii2) at consummate the Rollover Closing, Topco shall issue Closing pursuant to each applicable Holder an additional number of Exchange Series A Preferred Units at a price per Series A Preferred Unit equal to $2.18 this Agreement and Exchange Common Units at a price per Common Unit equal to $2.18, and such additional Exchange Series A Preferred Units and additional Exchange Common Units shall, collectively, have an aggregate value equal pursuant to the aggregate value rollover agreement by and among, among others, the Parent Entities, Xxxxxxx Xxxxxxxxx and the HoldCos. The rights, obligations, representations, warranties and covenants of the HoldCos under this Agreement are limited solely to the Interests for which the applicable HoldCo is the record owner and if any HoldCo is not or ceases to be a record holder of any Rollover Interests, such Additional Rollover Indebtedness and Additional Rollover Warrants (taken together)HoldCo shall automatically cease to be included in the definition of “Investor” for the purposes of this Agreement.

Rollover. On During the Pre-Closing Period, for the avoidance of doubt, Parent and its Affiliates (including Holdings) shall be permitted to discuss with any direct or indirect holder of Company Common Stock and/or Company Warrants (including employees of the Company and its Subsidiaries) potential rollover or reinvestment arrangements (and to negotiate the terms of, and subject to enter into definitive arrangements regarding, the conditions set forth hereinsame). If Parent and its Affiliates (including Holdings) engage in such discussions, (a) each Holder agreesParent shall keep the Company reasonably informed of the status and material terms thereof, at the Rollover Closing, to contribute, transfer and assign to Topco such Holder’s Rollover Indebtedness and Rollover Warrants, in exchange for the issuance by Topco to such Holder of such Holder’s Exchange Series A Preferred Units and Exchange Common Units, and each Holder shall execute and deliver to Topco a counterpart signature page to the Topco A&R LLC Agreement and such other documents and instruments reasonably necessary to effect the Indebtedness Rollover and Warrant Rollover in accordance with the terms hereof, and (b) Topco agreesprior to entering into any definitive Rollover Agreement, at such time, Parent shall provide the Company with a reasonable opportunity to issue to such Holder such Holder’s Exchange Series A Preferred Units review and Exchange Common Units, free and clear of all Liens (other than restrictions comment on transfer arising under the Securities Act or other applicable securities Laws or set forth in the Topco A&R LLC Agreement), in exchange for the contribution, transfer and assignment by such Holder to Topco proposed terms of such Holder’s Rollover Indebtedness and Rollover Warrants, agreement (and shall execute and deliver to consider any such Holder all documents and instruments reasonably necessary to effect such issuance, and comments in connection with the Indebtedness Rollover and the Warrant Rollover, each Holder’s Remaining Loans shall not be included in the Rollover Loans and will remain outstanding following the Rollover Closing. The number of Exchange Series A Preferred Units and Exchange Common Units that will be issued by Topco to each Holder at the Rollover Closing is set forth opposite such Holder’s name on Schedule A; provided, that to the extent that additional SLR Warrants are issued to the Holders (“Additional Rollover Warrants”), additional loan amounts under Term A Loan become outstanding under the Loan Agreement or additional PIK Interest, Final Fees or other fees, in each case, that accrue under the Term A Loan (such additional loan amounts, PIK Interest, Final Fees or other fees that are not otherwise included in the Remaining Loans, collectively, “Additional Rollover Indebtedness”), in each case, pursuant to the Loan Agreement or the other Loan Documents, or in the ordinary course during the period beginning after the date hereof and ending as of immediately prior to the Rollover Closing, (i) the Holders, Topco and Parent shall amend Schedule A in writing to reflect the Holders’ good faith calculation of (x) the resulting increased number of Rollover Warrants attributable to the issuance of any Additional Rollover Warrants, or increased amount of Rollover Loans, Rollover PIK Interest and Rollover Accrued Fees attributable to such Additional Rollover Indebtedness, and (y) the allocation of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Xxxxxx’s Additional Rollover Warrants and/or Additional Rollover Indebtedness (as applicable), which determination shall be made in accordance with the methodology used to determine the number and combination of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Holder’s Rollover Warrants and Rollover Indebtedness as set forth on Schedule A as of the date hereof, in each case of the immediately preceding clauses (xfaith) and (y), as determined in accordance with this Section 2.1 by the Holders after good faith consultation with Topco. Notwithstanding anything herein to the contrary, (Ac) Topco and Parent shall promptly execute and deliver not enter into any such amendment Rollover Agreements that would reasonably be expected to prevent or materially delay the consummation of the Merger. At the prior written request of Xxxxxx delivered no later than the date that is delivered to Topco and Parent at least one day ten (10) Business Days prior to the Closing Date, the Company shall use its reasonable best efforts to take all actions reasonably requested, including providing any notice or other documents requested by the Company’s transfer agent, with the cooperation of Parent, to effectuate no later than immediately prior to the Effective Time (Ba) neither Topcothe transfer or contribution of shares of Company Common Stock pursuant to any such Rollover Agreement, Parent nor (b) the exercise, in accordance with its terms, of any Company Warrant held by the TCP-ASC ACHI Series LLLP, Holdings, any Holdings Subsidiary or any Buyer Party and the issuance of their respective Affiliates or representatives shall be permitted to contest or dispute such good faith calculationsshares of Company Common Stock thereon, and (Cc) the transfer or contribution by TCP-ASC ACHI Series LLLP, Holdings, any Holdings Subsidiary or any Buyer Party of any shares of Company Common Stock or Company Warrants held by such Persons to the extent there is Holdings, any such disagreement Holdings Subsidiary or disputeany Buyer Party, the Holders’ calculations shall control consummation of which transfers, contributions and SLR, on behalf of Topco, Parent, and the other Parties shall, subject to the Company’s consultation rights set forth in the SLR Financing Agreements (as defined in the Merger Agreement), be permitted to unilaterally amend Schedule A to reflect such calculationsexercise, in each case of the immediately preceding clauses (Ba), (b) and (Cc), so long as such calculations are made in accordance with this Section 2.1, and Parent may elect to have conditional upon the Closing occurring (ii) at the Rollover Closing, Topco shall issue to each applicable Holder an additional number of Exchange Series A Preferred Units at a price per Series A Preferred Unit equal to $2.18 and Exchange Common Units at a price per Common Unit equal to $2.18, and such additional Exchange Series A Preferred Units and additional Exchange Common Units shall, collectively, have an aggregate value equal notwithstanding anything to the aggregate value of such Additional Rollover Indebtedness and Additional Rollover Warrants (taken togethercontrary contained in any Company Warrant).

Rollover. On the terms and subject At any timeprior to the conditions set forth herein, (a) each Holder agrees, at the Rollover Closing, Parent and any Stockholder may enter into an equity exchange agreement (a "Rollover Agreement"), in a form agreed by Parent and such Stockholder pursuant to contribute, transfer and assign which such Stockholder will contribute to Topco Parent (or its designee) prior to the Closing all or a portion of such Holder’s Rollover Indebtedness and Rollover Warrants, Stockholder's Company Common Stock in exchange for equity interests of Parent (or its designee) (any such shares of Company Common Stock contributed to Parent (or its designee) prior to the issuance Closing pursuant to a Rollover Agreement, "Rollover Shares"). Notwithstanding anything else in this Agreement, including this ARTICLE I, the Rollover Shares held directly or indirectly by Topco Parent as a result of the transactions contemplated by the Rollover Agreements shall automatically be canceled and retired and shall -15- **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** cease to such Holder of such Holder’s Exchange Series A Preferred Units and Exchange Common Unitsexist, and each Holder no consideration shall execute be delivered in exchange therefor and deliver shall not be converted at the Effective Time into, and shall not become, the right to Topco receive a counterpart signature page portion of the Aggregate Closing Stóckholder Proceeds as provided in Section l.6(b) (Effect on Company Capital Stock) (and for the avoidance of doubt, such proceeds shall not be reallocated and no other Securityholder shall have the right to receive such proceeds); provided, that, (w) the Per Share Positive Adjustment attributable to the Topco A&R LLC Agreement and such other documents and instruments reasonably necessary Rollover Shares, if any, payable as provided in Section 1.6(b) (Effect on Company Capital Stock), (x) the Per Share Adjustment Escrow Fund Consideration attributable to effect the Indebtedness Rollover and Warrant Shares, if any, payable as provided in Section 1.6(b) (Effect on Company Capital Stock),(y) the Per Share Seller Representative Fund Consideration attributable to the Rollover Shares, if any, payable as provided in accordance with the terms hereofSection 1.6(b) (Effect on Company Capital Stock), and (bz) Topco agrees, at such time, to issue to such Holder such Holder’s Exchange Series A Preferred Units and Exchange Common Units, free and clear of all Liens (other than restrictions on transfer arising under the Securities Act or other applicable securities Laws or set forth any amounts payable in the Topco A&R LLC Agreement), in exchange for the contribution, transfer and assignment by such Holder to Topco respect of such Holder’s Rollover Indebtedness and Rollover Warrants, and shall execute and deliver to such Holder all documents and instruments reasonably necessary to effect such issuance, and in connection with the Indebtedness Rollover and the Warrant Rollover, each Holder’s Remaining Loans shall not be included in the Rollover Loans and will remain outstanding following the Rollover Closing. The number of Exchange Series A Preferred Units and Exchange Common Units that will be issued by Topco to each Holder at the Rollover Closing is set forth opposite such Holder’s name on Schedule A; provided, that to the extent that additional SLR Warrants are issued to the Holders Shares under Section 4.13(i) (“Additional Rollover Warrants”), additional loan amounts under Term A Loan become outstanding under the Loan Agreement or additional PIK Interest, Final Fees or other fees, in each case, that accrue under the Term A Loan (such additional loan amounts, PIK Interest, Final Fees or other fees that are not otherwise included in the Remaining Loans, collectively, “Additional Rollover Indebtedness”Transaction Tax Deductions), in each case, pursuant will be treated for all purposes hereunder as if such Rollover Shares were still held by the applicable Stockholder at the Effective Time, and when and if such amounts become payable hereunder, shall be paid to such Stockholder as if such Stockholder held such Rollover Shares at the Loan Agreement or Effective Time. For the other Loan Documentsavoidance of doubt, or in the ordinary course during the period beginning after the date hereof and ending as of immediately prior to the Rollover Closing, (i) Shares will be treated as outstanding at the Holders, Topco and Parent shall amend Schedule A in writing to reflect Effective Time for purposes of the Holders’ good faith calculation of (x) Fully Diluted Shares, of the resulting increased number of Rollover Warrants attributable to the issuance Pro Rata Portion and for purposes of any Additional Rollover Warrants, or increased amount of Rollover Loans, Rollover PIK Interest and Rollover Accrued Fees attributable to such Additional Rollover Indebtedness, and calculations under Section 1.6(e) (y) the allocation of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Xxxxxx’s Additional Rollover Warrants and/or Additional Rollover Indebtedness (as applicable), which determination shall be made in accordance with the methodology used to determine the number and combination of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Holder’s Rollover Warrants and Rollover Indebtedness as set forth on Schedule A as of the date hereof, in each case of the immediately preceding clauses (x) and (y), as determined in accordance with this Section 2.1 by the Holders after good faith consultation with Topco. Notwithstanding anything herein to the contrary, (A) Topco and Parent shall promptly execute and deliver any such amendment that is delivered to Topco and Parent at least one day prior to the Post-Closing Date, (B) neither Topco, Parent nor any of their respective Affiliates or representatives shall be permitted to contest or dispute such good faith calculations, and (C) to the extent there is any such disagreement or dispute, the Holders’ calculations shall control and SLR, on behalf of Topco, Parent, and the other Parties shall, subject to the Company’s consultation rights set forth in the SLR Financing Agreements (as defined in the Merger Agreement), be permitted to unilaterally amend Schedule A to reflect such calculations, in each case of the immediately preceding clauses (B) and (C), so long as such calculations are made in accordance with this Section 2.1, and (ii) at the Rollover Closing, Topco shall issue to each applicable Holder an additional number of Exchange Series A Preferred Units at a price per Series A Preferred Unit equal to $2.18 and Exchange Common Units at a price per Common Unit equal to $2.18, and such additional Exchange Series A Preferred Units and additional Exchange Common Units shall, collectively, have an aggregate value equal to the aggregate value of such Additional Rollover Indebtedness and Additional Rollover Warrants (taken togetherPayments).

Rollover. On In lieu of receiving all or any portion of the terms and subject Purchase Price that would otherwise be payable in cash as provided in Section 1.03, each Management Seller may elect to retain all or any portion of the equity interests in the Company represented by such Management Seller’s Management Units prior to the conditions Closing by delivering a written notice of such election to the Sellers’ Representative and Purchaser at least 10 Business Days prior to the Closing stating the amount (expressed as a dollar value) of such interests that such Management Seller is electing to retain (any such electing Management Seller, a “Rollover Seller” and such amount, such Rollover Seller’s “Rollover Amount”); provided that each Management Seller identified in Section 1.04 of the Disclosure Letter shall be deemed to have made such election with respect to the Rollover Amount set forth hereinopposite such Management Seller’s name in such Section 1.04 of the Disclosure Letter. In the event that any Rollover Seller makes such an election, (a) each Holder agrees, at the such Rollover Closing, to contribute, transfer and assign to Topco such Holder’s Rollover Indebtedness and Rollover Warrants, in exchange for the issuance by Topco to such Holder of such Holder’s Exchange Series A Preferred Units and Exchange Common Units, and each Holder Seller shall execute and deliver to Topco a counterpart signature page to the Topco A&R LLC Agreement and such other documents and instruments reasonably necessary to effect the Indebtedness Rollover and Warrant Rollover in accordance with the terms hereof, and (b) Topco agrees, at such time, to issue to such Holder such Holder’s Exchange Series A Preferred Units and Exchange Common Units, free and clear of all Liens (other than restrictions on transfer arising under the Securities Act or other applicable securities Laws or set forth in the Topco A&R LLC Agreement), in exchange for the contribution, transfer and assignment by such Holder to Topco of such Holder’s Rollover Indebtedness and Rollover Warrants, and shall execute and deliver to such Holder all documents and instruments reasonably necessary to effect such issuance, and in connection with the Indebtedness Rollover and the Warrant Rollover, each Holder’s Remaining Loans shall not be included in the Rollover Loans and will remain outstanding following the Rollover Closing. The number of Exchange Series A Preferred Units and Exchange Common Units that will be issued by Topco to each Holder at the Rollover Closing is set forth opposite such Holder’s name on Schedule A; provided, that to the extent that additional SLR Warrants are issued to the Holders (“Additional Rollover Warrants”), additional loan amounts under Term A Loan become outstanding under the Loan Agreement or additional PIK Interest, Final Fees or other fees, in each case, that accrue under the Term A Loan (such additional loan amounts, PIK Interest, Final Fees or other fees that are not otherwise included in the Remaining Loans, collectively, “Additional Rollover Indebtedness”), in each case, pursuant to the Loan Agreement or the other Loan Documents, or in the ordinary course during the period beginning after the date hereof and ending as of immediately prior to the Rollover Closing, (i) the Holders, Topco and Parent shall amend Schedule A in writing to reflect the Holders’ good faith calculation of Purchaser (x) a Rollover Agreement substantially in the resulting increased number of form attached hereto as Exhibit B (the “Rollover Warrants attributable to the issuance of any Additional Rollover Warrants, or increased amount of Rollover Loans, Rollover PIK Interest and Rollover Accrued Fees attributable to such Additional Rollover Indebtedness, and (yAgreement”) the allocation of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Xxxxxx’s Additional Rollover Warrants and/or Additional Rollover Indebtedness (as applicable), which determination shall be made in accordance with the methodology used to determine the number and combination of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Holder’s Rollover Warrants and Rollover Indebtedness as set forth on Schedule A as of the date hereof, in each case of the immediately preceding clauses (x) and (y), as determined in accordance with this Section 2.1 by the Holders after good faith consultation with Topco. Notwithstanding anything herein to the contrary, (A) Topco and Parent shall promptly execute and deliver any such amendment that is delivered to Topco and Parent at least one day not later than four Business Days prior to the Closing Date, as well as (By) neither Topcocontemporaneously with the transactions contemplated by Section 1.03(b), Parent nor any a counterparty to an amended and restated limited partnership agreement of their respective Affiliates or representatives Riser Holdings, L.P., a Delaware limited partnership and ultimate parent company of Purchaser (“Parent”), which agreement shall be permitted to contest or dispute such good faith calculationsinclude, and (C) to the extent there is any such disagreement or disputeinter alia, the Holders’ calculations shall control and SLR, on behalf of Topco, Parent, and the other Parties shall, subject to the Company’s consultation rights terms set forth in on Exhibit E hereto and be attached to such Rollover Agreement, evidencing the SLR Financing Agreements conversion of a number of Management Units (as defined in the Merger Agreement“Rollover Units”), be permitted to unilaterally amend Schedule A to reflect such calculations, in each case of the immediately preceding clauses (B) and (C), so long as such calculations are made in accordance with this Section 2.1, and (ii) at the Rollover Closing, Topco shall issue to each applicable Holder an additional number of Exchange Series A Preferred Units at a price per Series A Preferred Unit equal to $2.18 and Exchange Common Units at a price per Common Unit equal to $2.18, and such additional Exchange Series A Preferred Units and additional Exchange Common Units shall, collectively, have having an aggregate value based on the Per Unit Closing Date Amount in respect of such Rollover Units, equal to such Rollover Amount into equity interests of the Parent from and after the Closing having an equal aggregate value (the aggregate value sum of the Rollover Amounts of all such Additional Rollover Indebtedness and Additional Sellers, the “Aggregate Rollover Warrants (taken togetherAmount”). SECTION 1.05.

Rollover. On At the Rollover Closing, upon the terms and subject to the conditions set forth hereinof this Agreement, (a) each Holder agrees, at the Investor hereby agrees that solely with respect to the Rollover ClosingInterests, the Investor shall be deemed to contribute, transfer have waived any and assign all rights under the Merger Agreement to Topco such Holder’s Rollover Indebtedness and Rollover Warrants, in exchange receive the Merger Consideration or the OpCo Membership Interest Distribution Amount. The Investor acknowledges that he will not receive any cash payment for the issuance by Topco to such Holder of such Holder’s Exchange Series A Preferred Units and Exchange Common Units, and each Holder shall execute and deliver to Topco a counterpart signature page Rollover Interests pursuant to the Topco A&R LLC Agreement Transactions and such other documents and instruments reasonably necessary that in consideration of the Investor relinquishing his right to effect receive Merger Consideration or the Indebtedness Rollover and Warrant Rollover in accordance with the terms hereof, and (b) Topco agrees, at such time, to issue to such Holder such Holder’s Exchange Series A Preferred Units and Exchange Common Units, free and clear of all Liens (other than restrictions on transfer arising under the Securities Act or other applicable securities Laws or set forth in the Topco A&R LLC Agreement), in exchange for the contribution, transfer and assignment by such Holder to Topco of such Holder’s Rollover Indebtedness and Rollover Warrants, and shall execute and deliver to such Holder all documents and instruments reasonably necessary to effect such issuance, and OpCo Membership Interest Distribution Amount in connection with the Indebtedness Transactions, such Rollover Interests shall remain issued and the Warrant Rollover, each Holder’s Remaining Loans shall not be included outstanding equity interests in the Company and/or OpCo, as applicable. As used herein, “Rollover Loans and will remain outstanding following the Rollover Closing. The Interests” shall mean a number of Exchange Series A Preferred Units and Exchange Common Units that will be issued by Topco to each Holder at the Rollover Closing is set forth opposite such Holder’s name on Schedule A; provided, that to the extent that additional SLR Warrants are issued to the Holders (“Additional Rollover Warrants”), additional loan amounts under Term A Loan become outstanding under the Loan Agreement or additional PIK Interest, Final Fees or other fees, in each case, that accrue under the Term A Loan (such additional loan amounts, PIK Interest, Final Fees or other fees Interests that are not otherwise included in the Remaining Loans, collectively, “Additional Rollover Indebtedness”), in each case, pursuant to the Loan Agreement or the other Loan Documents, or in the ordinary course during the period beginning after the date hereof outstanding and ending as of immediately prior to the Rollover Closing, (i) the Holders, Topco and Parent shall amend Schedule A in writing to reflect the Holders’ good faith calculation of (x) the resulting increased number of Rollover Warrants attributable to the issuance of any Additional Rollover Warrants, or increased amount of Rollover Loans, Rollover PIK Interest and Rollover Accrued Fees attributable to such Additional Rollover Indebtedness, and (y) the allocation of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Xxxxxx’s Additional Rollover Warrants and/or Additional Rollover Indebtedness (as applicable), which determination shall be made in accordance with the methodology used to determine the number and combination of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Holder’s Rollover Warrants and Rollover Indebtedness as set forth on Schedule A as vested Shares of the date hereof, in each case Company without any restrictions on such Shares or Units of the immediately preceding clauses (x) and (y), as determined in accordance with this Section 2.1 by the Holders after good faith consultation with Topco. Notwithstanding anything herein to the contrary, (A) Topco and Parent shall promptly execute and deliver any such amendment that is delivered to Topco and Parent at least one day prior to the Closing Date, (B) neither Topco, Parent nor any of their respective Affiliates or representatives shall be permitted to contest or dispute such good faith calculations, and (C) to the extent there is any such disagreement or dispute, the Holders’ calculations shall control and SLR, on behalf of Topco, Parent, and the other Parties shall, subject to the Company’s consultation rights set forth in the SLR Financing Agreements OpCo (as defined in the Merger OpCo Operating Agreement), be permitted to unilaterally amend Schedule A to reflect such calculations, in each case of the immediately preceding clauses (B) and (C), so long as such calculations are made in accordance with this Section 2.1, and (ii) at the Rollover Closing, Topco shall issue to each applicable Holder an additional number of Exchange Series A Preferred Units at a price per Series A Preferred Unit value equal to $2.18 and Exchange Common 37,187,970 (based on the applicable Merger Consideration). Notwithstanding anything in the Merger Agreement to the contrary, the OpCo Profits Units at a price per Common Unit equal to $2.18, and such additional Exchange Series A Preferred Merger Consideration for the OpCo Profits Units and additional Exchange Common Units held by the Investors shall, collectivelyfor the avoidance of doubt, have an aggregate value equal be determined by reference to the aggregate value OpCo Merger Consideration and taking into account any hurdle amount, catch-up hurdle amounts, catch-up adjustments or other similar adjustments as set forth in the terms of such Additional the applicable OpCo Profits Units. No later than 90 days following the date of this Agreement, the Investor shall designate (in his sole discretion) the Interests that will comprise the Rollover Indebtedness and Additional Interests by delivering to the Parent Entities an updated Exhibit A to specifically identify the Rollover Warrants (taken together)Interests in the column titled “Rollover Interests” thereon.