Common use of Withholding Obligations Clause in Contracts

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at or before the time Grantee receives a distribution of the Shares underlying the Units or other consideration, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company to satisfy any required withholding to satisfy federal, state, local, payroll, and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with the Units (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or (c) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Fair Market Value (measured as of the date the Withholding Taxes are to be determined) equal to the amount of such Withholding Taxes; provided, however, that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands that, although the Company may pay withheld amounts to the applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Agreement.

Withholding Obligations. Prior to the settlement of any RSUs subject to this Award, Grantee understands thatshall provide (i) full payment (in cash or by check or by a combination thereof) to satisfy the Withholding Tax Obligation (as defined below) with respect to which the Award or portion thereof shall settle or (ii) subject to compliance with applicable legal requirements, at indication that the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), elects to tender to the Company Shares owned by the Grantee (or by the Grantee and his or her spouse jointly) and purchased and held for the requisite period of time as may be required to withhold federalavoid the Company’s incurring an adverse accounting charge, state and local income and employment taxes. At based on the time Fair Market Value of vestingsuch Shares on the payment date necessary to satisfy the Withholding Tax Obligation that would otherwise be required to be paid by the Grantee to the Company pursuant to clause (i) of this Section 2.4, or at or before (iii) notwithstanding the time Grantee receives a distribution of the Shares underlying the Units or other consideration, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company to satisfy any required withholding to satisfy federal, state, local, payroll, foregoing and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with the Units (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating unless notice to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable contrary is given to the Grantee by the Company; , the number of Shares that would otherwise be issued to the Grantee upon settlement of the Award (bor portion thereof) causing reduced by a number of Shares having an aggregate Fair Market Value, on the date of such issuance, equal to the payment to satisfy the Withholding Tax Obligation that would otherwise be required to be made by the Grantee to tender a cash payment; the Company pursuant to clause (i) of this Section 2.4. Any social security calculation or other adjustments discovered after the net Share payment described in clause (ciii) of this Section 2.4 hereof will be settled in cash, not in Shares. For the avoidance of doubt, the Company may satisfy the Grantee’s withholding Shares obligation from the Shares issued Grantee’s other compensation which may be payable by the Company, including any withholding obligation which may not be satisfied though the procedures identified in this Section 2.4. For purposes hereof, the “Withholding Tax Obligation” means the minimum amount necessary to satisfy Federal, state, local or otherwise issuable to Grantee foreign withholding tax requirements, if any, in connection with the Units with a Fair Market Value (measured as vesting of the date the Withholding Taxes are to be determined) equal to the amount of such Withholding TaxesAward; provided, however, that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federalthat, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be unless otherwise determined by the Administrator in its reasonable discretion. Grantee further understands that, although the Company may pay withheld amounts to the applicable taxing authoritiesCommittee, the Grantee is responsible for payment may elect to withhold an additional amount or additional number of all Shares to satisfy an additional amount of withholding taxes due as a up to the maximum individual statutory tax rate in the applicable jurisdiction, but only if such additional withholding, or the discretion to elect such additional withholding, does not result in adverse accounting treatment of this Award to the Company. Vesting of the Award (or portion thereof) will result in taxable compensation arising under reportable on the AgreementGrantee’s W-2 in the year of vesting.

Withholding Obligations. Grantee understands that, at (a) On the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at or before the time Grantee receives a distribution of the Shares underlying the Units or other considerationGrant Date, or at any time thereafter as requested by the Company, Grantee the Holder hereby authorizes the Company or the Subsidiary employing the Holder to satisfy its withholding obligations, if any, from payroll and any other amounts payable to the Holder, and otherwise agree to make adequate provision for any sums required withholding to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that such employing Subsidiary, if any, which arise in connection with the Units (grant of or vesting of the “Withholding Taxes”). Notwithstanding any other provision Award or the delivery of this SectionShares under the Award; provided, that, at the Holder’s election, such withholding obligation may be satisfied by the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or (c) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Holder that number of Shares having an aggregate Fair Market Value (measured Value, determined as of the date the Withholding Taxes are to be determined) withholding tax obligation arises, equal to the amount of such Withholding Taxeswithholding tax obligation; provided, howeverfurther, that that, the number Holder’s right to elect such Share withholding shall be subject to Section 4.6(b) of the Management Stockholders Agreement, and any limitations imposed under Delaware law or other Applicable Law and/or under the terms of any preferred stock, debt financing arrangements or other indebtedness of the Company or its Subsidiaries (including any such Shares so withheld shall not exceed the amount necessary to satisfy limitations resulting from the Company’s required Subsidiaries being prohibited or prevented from distributing to the Company sufficient proceeds or funds to enable the Company to repurchase Class C Common Stock in accordance with Delaware law or other Applicable Law and/or the then applicable terms and conditions of such arrangements). (b) Unless the tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands thatCompany, although if any, are satisfied, the Company may pay withheld amounts shall have no obligation to the applicable taxing authorities, the Grantee is responsible issue a certificate for payment of all taxes due as a result of compensation arising under the Agreementsuch Shares or release such Shares.

Withholding Obligations. Grantee understands that, at (a) On the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at or before the time Grantee receives a distribution of the Shares underlying the Units or other considerationGrant Date, or at any time thereafter as requested by the Company, Grantee the Holder hereby authorizes the Company or the Subsidiary employing the Holder to satisfy its withholding obligations, if any, from payroll and any other amounts payable to the Holder, and otherwise agree to make adequate provision for any sums required withholding to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that such employing Subsidiary, if any, which arise in connection with the Units (grant of or vesting of the “Withholding Taxes”). Notwithstanding any other provision Award or the delivery of this SectionShares under the Award; provided, that, at the Holder’s election, such withholding obligation may be satisfied by the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or (c) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Holder that number of Shares having an aggregate Fair Market Value (measured Value, determined as of the date the Withholding Taxes are to be determined) withholding tax obligation arises, equal to the amount of such Withholding Taxeswithholding tax obligation; provided, howeverfurther, that, prior to the Merger Closing, the Holder’s right to elect such Share withholding shall be subject to Section 4.6(b) of the Management Stockholders Agreement as amended by Section 5.4 of this Agreement, and, from and after the Merger Closing, the Holder’s right to elect such Share withholding shall be subject to Section 4.3(b) of the Management Stockholders Agreement as amended by Section 5.4 of this Agreement, and in all cases subject to any limitations imposed under Delaware law or other Applicable Law and/or under the terms of any preferred stock, debt financing arrangements or other indebtedness of the Company or its Subsidiaries (including any such limitations resulting from the Company’s Subsidiaries being prohibited or prevented from distributing to the Company sufficient proceeds or funds to enable the Company to repurchase Class C Common Stock in accordance with Delaware law or other Applicable Law and/or the then applicable terms and conditions of such arrangements); provided, further, that following the number Lock-up Lapse Date and at all times thereafter, at the Holder’s election such withholding obligation shall be, or, if the Company so directs, such withholding obligation shall be, satisfied by the Holder’s delivery of an irrevocable direction to a licensed securities broker reasonably acceptable to the Company (in such form as reasonably suitable to such securities broker) to sell Shares so withheld shall not exceed becoming vested under the amount necessary Award and to deliver all or part of the sale proceeds to the Company to satisfy the withholding obligation directly to the Company. If the applicable tax withholding is satisfied by an irrevocable direction to a licensed securities broker, the Holder will be subject to the Company’s required policies regarding xxxxxxx xxxxxxx restrictions, applied in a nondiscriminatory manner, which may affect the Holder’s ability to acquire or sell Shares under the Plan. By acceptance of the Award granted hereunder, the Holder certifies the Holder’s understanding of and intent to fully comply with the standards contained in the Company’s xxxxxxx xxxxxxx policies (and related policies and procedures adopted by the Company and applied in a nondiscriminatory manner). (b) Unless the tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands thatCompany, although if any, are satisfied, the Company may pay withheld amounts shall have no obligation to the applicable taxing authorities, the Grantee is responsible issue a certificate for payment of all taxes due as a result of compensation arising under the Agreementsuch Shares or release such Shares.

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at a) On or before the time Grantee receives you receive a distribution of the Shares underlying the Units or other considerationStock pursuant to your Award, or at any time thereafter as requested by the Company, Grantee you hereby authorizes the Company to satisfy authorize any required withholding from the Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that which arise in connection with the Units your Award (the “Withholding TaxesObligation”). Notwithstanding any other provision of this Section, the . (b) The Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units your Award by any of the following means or by a combination of such means: : (ai) withholding from any compensation otherwise payable to the Grantee you by the Company; ; (bii) causing the Grantee you to tender a cash payment; (iii) permitting you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Award to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or or (civ) withholding Shares shares of Stock from the Shares shares of Stock issued or otherwise issuable to Grantee you in connection with the Units Award with a Fair Market Value (measured as of the date the Withholding Taxes shares of Stock are issued pursuant to be determinedSection 6) equal to the amount of such the Withholding TaxesObligation; provided, however, that the number of such Shares shares of Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required or Affiliate’s tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid permitted while still avoiding classification of the Units Award as a liability for financial accounting purposes). Grantee understands purposes and provided, further, that all matters with respect to the total extent necessary to qualify for an exemption from application of Section 16(b) of the Securities Exchange Act of 1934, as amended, if applicable, such share withholding procedure will be subject to the express prior approval of the Board or the Committee. (c) Unless the Withholding Obligation of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any Stock. (d) In the event the Withholding Obligation of the Company arises prior to the delivery to you of Stock or it is determined after the delivery of Stock to you that the amount of taxes to be the Withholding Obligation was greater than the amount withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands thatCompany, although you agree to indemnify and hold the Company may pay withheld amounts harmless from any failure by the Company to withhold the applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Agreementproper amount.

Withholding Obligations. Grantee understands that, at (a) On the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at or before the time Grantee receives a distribution of the Shares underlying the Units or other considerationGrant Date, or at any time thereafter as requested by the Company, Grantee the Holder hereby authorizes the Company or the Subsidiary employing the Holder to satisfy its withholding obligations, if any, from payroll and any other amounts payable to the Holder, and otherwise agree to make adequate provision for any sums required withholding to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that such employing Subsidiary, if any, which arise in connection with the Units (grant of or vesting of the “Withholding Taxes”). Notwithstanding any other provision Award or the delivery of this SectionShares under the Award; provided, that, at the Holder’s election, such withholding obligation may be satisfied by the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or (c) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Holder that number of Shares having an aggregate Fair Market Value (measured Value, determined as of the date the Withholding Taxes are to be determined) withholding tax obligation arises, equal to such withholding tax obligation (but in no event more than the amount of such Withholding Taxesminimum required tax withholding); provided, howeverfurther, that that, the number Holder’s right to elect such Share withholding shall be subject to Section 4.6(b) of the Management Stockholders Agreement, and any limitations imposed under Delaware law or other Applicable Law and/or under the terms of any preferred stock, debt financing arrangements or other indebtedness of the Company or its Subsidiaries (including any such Shares so withheld shall not exceed the amount necessary to satisfy limitations resulting from the Company’s required Subsidiaries being prohibited or prevented from distributing to the Company sufficient proceeds or funds to enable the Company to repurchase Common Stock in accordance with Delaware law or other Applicable Law and/or the then applicable terms and conditions of such arrangements). (b) Unless the tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands thatCompany, although if any, are satisfied, the Company may pay withheld amounts shall have no obligation to the applicable taxing authorities, the Grantee is responsible issue a certificate for payment of all taxes due as a result of compensation arising under the Agreementsuch Shares or release such Shares.

Withholding Obligations. Grantee understands that‌ (a) Each Member shall, at to the time that Grantee becomes vested and/or receives payment fullest extent permitted by applicable law, indemnify and hold harmless the Fund and each of the Indemnified Parties who is or who is deemed to be the responsible withholding agent for U.S. federal, state or local or non-U.S. income tax purposes against all claims, liabilities and expenses of whatever nature relating to such Indemnified Party’s obligation to withhold and to pay over, or otherwise pay, any Units withholding or other taxes (including taxes arising under Code Sections 6221 through 6241, as amended by the delivery Bipartisan Budget Act of Shares2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof)) payable by the Fund or as a result of such Member’s participation in the Fund. (b) Notwithstanding any provision of this Agreement to the contrary, each Member hereby authorizes the Company may Fund and the Managing Member to withhold and to pay over, or otherwise pay, any withholding or other taxes (including taxes arising under Code Sections 6221 through 6241, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof)) payable or required to be deducted by the Fund or any of its Affiliates (pursuant to the Code or any provision of U.S. federal, state or local or non-U.S. tax law) with respect to such Member or as a result of such Member’s participation in the Fund. If and to the extent that the Fund shall be required to withhold federalor pay any such withholding or such other taxes, state and local income and employment taxes. At such Member shall be deemed for all purposes of this Agreement to have received a payment from the Fund as of the time of vestingthat such withholding or such other tax is required to be paid, or at or before the time Grantee receives which payment shall be deemed to be a distribution of with respect to such Member’s interest in the Shares underlying Fund. To the Units or other consideration, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company to satisfy any required withholding to satisfy federal, state, local, payroll, and foreign tax withholding obligations of the Company or any Affiliate extent that arise in connection with the Units (the “Withholding Taxes”). Notwithstanding any other provision of this Sectionsuch payment exceeds a cash distribution that such Member would otherwise have received but for such withholding, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating Managing Member shall notify such Member as to the Units by any of the following means or by a combination amount of such means: (a) withholding from any compensation otherwise payable excess and such Member shall make a prompt payment to the Grantee Fund of such amount by wire transfer, which payment shall not constitute a capital contribution to the Company; (b) causing Fund and, consequently, shall not increase the Grantee to tender a cash payment; or Capital Account of such Member. (c) Any withholdings referred to in this paragraph 7.8 shall be made at the maximum applicable statutory rate under the applicable tax law unless the Managing Member shall have received evidence satisfactory to the Managing Member that a lower rate is applicable or that no withholding Shares is applicable. Upon request of a Member, the Managing Member shall provide reasonable assistance to such Member in obtaining any refund of taxes withheld on account of such Member’s participation in the Fund. (d) In the event that the Fund receives any cash proceeds, distributions or payments from or in respect of which tax has been withheld, the Shares issued or otherwise issuable Fund shall be deemed to Grantee have received cash in connection with the Units with a Fair Market Value (measured as of the date the Withholding Taxes are to be determined) an amount equal to the amount of such Withholding Taxes; providedwithheld tax, however, that the number of such Shares so withheld and each Member shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands that, although the Company may pay withheld amounts to the applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Agreement.be

Withholding Obligations. Grantee Gxxxxxx understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at or before the time Grantee receives a distribution of the Shares underlying the Units or other consideration, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company to satisfy any required withholding to satisfy federal, state, local, payroll, and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with the Units (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or (c) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Fair Market Value (measured as of the date the Withholding Taxes are to be determined) equal to the amount of such Withholding Taxes; provided, however, that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee Gxxxxxx understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee Gxxxxxx further understands that, although the Company may pay withheld amounts to the applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Agreement.

Withholding Obligations. Prior to the settlement of any RSUs subject to this Award, Grantee understands that, at shall provide (i) full payment (in cash or by check or by a combination thereof) to satisfy the time minimum withholding tax obligation with respect to which the Award or portion thereof shall settle or (ii) indication that the Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), elects to tender to the Company Shares owned by the Grantee (or by the Grantee and his or her spouse jointly) and purchased and held for the requisite period of time as may be required to withhold federalavoid the Company’s incurring an adverse accounting charge, state and local income and employment taxes. At based on the time Fair Market Value of vestingsuch Shares on the payment date necessary to satisfy the minimum withholding tax obligation that would otherwise be required to be paid by the Grantee to the Company pursuant to clause (i) of this Section 2.4, or at or before (iii) notwithstanding the time Grantee receives a distribution of the Shares underlying the Units or other consideration, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company to satisfy any required withholding to satisfy federal, state, local, payroll, foregoing and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with the Units (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating unless notice to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable contrary is given to the Grantee by the Company; , the number of Shares that would otherwise be issued to the Grantee upon settlement of the Award (bor portion thereof) causing reduced by a number of Shares having an aggregate Fair Market Value, on the date of such issuance, equal to the payment to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Grantee to tender a cash payment; the Company pursuant to clause (i) of this Section 2.4. Any social security calculation or (cother adjustments discovered after the net Share payment described in Section 2.4(iii) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Fair Market Value (measured as of the date the Withholding Taxes are to be determined) equal to the amount of such Withholding Taxes; provided, however, that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income hereof will be determined by settled in cash, not in Shares. For the Administrator in its reasonable discretion. Grantee further understands thatavoidance of doubt, although the Company may pay withheld amounts to satisfy the applicable taxing authoritiesGrantee’s withholding obligation from the Grantee’s other compensation which may be payable by the Company, including any withholding obligation which may not be satisfied though the Grantee is responsible for payment procedures identified in this Section 2.4. Vesting of all taxes due as a the Award (or portion thereof) will result in taxable compensation reportable on the Grantee’s W-2 in year of compensation arising under the Agreementvesting.

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at a) On or before the time Grantee receives you receive a distribution of the Shares underlying the Units or other considerationshares in respect of your PRSU Grant, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company you agree to make adequate provision for any sums required to satisfy any required withholding to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that Affiliate, if any, which arise in connection with the Units PRSU Grant (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; . (b) causing For this purpose, you agree that, on the Grantee date any shares of the Company’s common stock are delivered to tender you pursuant to Section 4, you will sell (and hereby authorize the Company to direct on your behalf the sale of) shares of common stock on such date (or as soon thereafter as is practicable under ordinary principles of best execution) that will produce net sales proceeds equal to the amount of any Withholding Taxes which arise in connection with the delivery to you of such shares. You further agree that such net sales proceeds will be remitted directly to the Company to the extent necessary to satisfy your obligations pursuant to Section 10(a). You further agree that your agreement pursuant to this Section 10(b) is irrevocable unless on the date you sign the Grant Notice you are either in possession of material insider information or you are subject to a cash payment; or Company imposed blackout, in which case your agreement pursuant to this Section 10(b) shall be irrevocable on the second day such conditions no longer exist unless you notify the Company prior to such date that you are revoking your agreement to the provisions of this Section 10(b), and that any such failure to revoke such agreement by such date shall be a new agreement on such date, which shall be irrevocable. The provisions of this Section 10(b) are intended to comply with the provisions of Rule 10b5-1(c) under the Securities Exchange Act of 1934. (c) withholding Shares In the event your obligations pursuant to Section 10(a) arise other than upon the delivery to you of shares of the Company’s common stock so that the provisions of Section 10(b) do not apply or, with the Company’s consent, you have otherwise revoked your agreement to the provisions of Section 10(b), you hereby authorize the Company to withhold shares of common stock from the Shares shares of common stock issued or otherwise issuable to Grantee you in connection with the Units PRSU Grant with a Fair Market Value (measured as of the date of the Withholding Taxes are to be determinedrequired withholding) equal to the amount of such any Withholding Taxes; provided, however, that the number of such Shares shares of common stock so withheld shall will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum required statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (income. Additionally, in this case, the Company may, in its sole discretion, satisfy all or such lesser amount as may be necessary to avoid classification any portion of the Units as Withholding Taxes obligation relating to your PRSU Grant by any of the following means or by a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect combination of such means: (i) withholding from any compensation income will be determined otherwise payable to you by the Administrator in its reasonable discretionCompany; or (ii) causing you to tender a cash payment. Grantee further understands that, although Unless the tax withholding obligations of the Company may pay withheld amounts to the applicable taxing authoritiesor any Affiliate are satisfied, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the AgreementCompany will have no obligation to deliver to you any common stock.

Withholding Obligations. Grantee understands that(a) At the time your Award is made, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, some or at or before the time Grantee receives a distribution all of the Shares underlying the Units or other considerationshares subject to your Award become vested, or at any time thereafter as such shares may be issued pursuant to a Deferred Stock Issuance Award or as requested by the Company, Grantee you hereby authorizes the Company authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy any required withholding to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that a Parent or Subsidiary, if any, which arise in connection with your Award. (b) Unless the Units (tax withholding obligations of the “Withholding Taxes”). Notwithstanding Company and/or any other provision of this SectionParent or Subsidiary are satisfied, the Company may, in its sole discretion, satisfy all shall have no obligation to either issue a certificate for the shares of Common Stock subject to your Award or any portion of approve the Withholding Taxes obligation relating to the Units by any of the following means or by a combination release of such means: (a) withholding shares of Common Stock from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or escrow, as applicable. (c) You may elect to satisfy the Company’s minimum statutory income tax withholding Shares based upon minimum statutory withholding rates for United States federal and state tax purposes that are applicable to such supplemental taxable income by electing to have the Corporation withhold or reduce, from the Shares issued or shares of Common Stock otherwise issuable to Grantee in connection you pursuant to your Award, a portion of those shares with an aggregate Fair Market Value equal to the Units percentage of such statutory income tax withholding (not to exceed one hundred percent (100%)) as designated by you; provided that no shares of Common Stock may be withheld or reduced with a Fair Market Value (measured as of the date the Withholding Taxes are to be determined) equal to the amount of such Withholding Taxes; provided, however, that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using exceeds the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income amount described above (or such lesser lower amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposesvariable award accounting). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands that, although the Company may pay withheld amounts to the applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Agreement.

Withholding Obligations. Prior to the settlement of any RSUs subject to this Award, Grantee understands thatshall provide (i) full payment (in cash or by check or by a combination thereof) to satisfy the minimum withholding tax obligation with respect to which the Award or portion thereof shall settle or (ii) indication that the Grantee elects to tender to the Company Shares owned by the Grantee (or by the Grantee and his or her spouse jointly) and purchased and held for the requisite period of time as may be required to avoid the Company’s incurring an adverse accounting charge, at based on the time Fair Market Value of such Shares on the payment date necessary to satisfy the minimum withholding tax obligation that would otherwise be required to be paid by the Grantee becomes vested and/or receives to the Company pursuant to clause (i) of this Section 2.6, or (iii) if made available by the Company, indication that the Grantee elects to have the number of Shares that would otherwise be issued to the Grantee upon settlement of the Award (or portion thereof) reduced by a number of Shares having an aggregate Fair Market Value, on the date of such issuance, equal to the payment for any Units to satisfy the minimum withholding tax obligation that would otherwise be required to be made by the Grantee to the Company pursuant to clause (including through i) of this Section 2.6. For the delivery avoidance of Shares)doubt, the Company may satisfy the Grantee’s withholding obligation from the Grantee’s other compensation which may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at or before the time Grantee receives a distribution of the Shares underlying the Units or other consideration, or at any time thereafter as requested payable by the Company, Grantee hereby authorizes including any withholding obligation which may not be satisfied though the Company to satisfy any required withholding to satisfy federal, state, local, payroll, and foreign tax withholding obligations of the Company or any Affiliate that arise procedures identified in connection with the Units (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or (c) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Fair Market Value (measured as of the date the Withholding Taxes are to be determined) equal to the amount of such Withholding Taxes; provided, however, that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands that, although the Company may pay withheld amounts to the applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the AgreementSection 2.6.

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at a) On or before the time Grantee receives you receive a distribution of the Shares underlying the Units or other considerationshares in respect of your PSU Grant, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company you agree to make adequate provision for any sums required to satisfy any required withholding to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that Affiliate, if any, which arise in connection with the Units PSU Grant (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; . (b) causing For this purpose, you agree that, on the Grantee date any shares of the Company's common stock are delivered to tender you pursuant to Section 4, you will sell (and hereby authorize the Company to direct on your behalf the sale of) shares of common stock on such date (or as soon thereafter as is practicable under ordinary principles of best execution) that will produce net sales proceeds equal to the amount of any Withholding Taxes which arise in connection with the delivery to you of such shares. You further agree that such net sales proceeds will be remitted directly to the Company to the extent necessary to satisfy your obligations pursuant to Section 10(a). You further agree that your agreement pursuant to this Section 10(b) is irrevocable unless on the date you sign the Grant Notice you are either in possession of material insider information or you are subject to a cash payment; or Company imposed blackout, in which case your agreement pursuant to this Section 10(b) shall be irrevocable on the second day such conditions no longer exist unless you notify the Company prior to such date that you are revoking your agreement to the provisions of this Section 10(b), and that any such failure to revoke such agreement by such date shall be a new agreement on such date, which shall be irrevocable. The provisions of this Section 10(b) are intended to comply with the provisions of Rule 10b5-1(c) under the Securities Exchange Act of 1934. (c) withholding Shares In the event your obligations pursuant to Section 10(a) arise other than upon the delivery to you of shares of the Company's common stock so that the provisions of Section 10(b) do not apply or, with the Company's consent, you have otherwise revoked your agreement to the provisions of Section 10(b), you hereby authorize the Company to withhold shares of common stock from the Shares shares of common stock issued or otherwise issuable to Grantee you in connection with the Units PSU Grant with a Fair Market Value (measured as of the date of the Withholding Taxes are to be determinedrequired withholding) equal to the amount of such any Withholding Taxes; provided, however, that the number of such Shares shares of common stock so withheld shall will not exceed the amount necessary to satisfy the Company’s 's required tax withholding obligations using the minimum required statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (income. Additionally, in this case, the Company may, in its sole discretion, satisfy all or such lesser amount as may be necessary to avoid classification any portion of the Units as Withholding Taxes obligation relating to your PSU Grant by any of the following means or by a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect combination of such means: (i) withholding from any compensation income will be determined otherwise payable to you by the Administrator in its reasonable discretionCompany; or (ii) causing you to tender a cash payment. Grantee further understands that, although Unless the tax withholding obligations of the Company may pay withheld amounts to the applicable taxing authoritiesor any Affiliate are satisfied, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the AgreementCompany will have no obligation to deliver to you any common stock.

Withholding Obligations. Grantee understands thatmay incur tax obligations under federal, at state, local, and/or foreign law in connection with the time that Grantee becomes vested and/or receives payment for any Units (including through grant, vesting, or exercise of the delivery Option, the ownership of the Shares), and other actions taken pursuant to this Agreement, which obligations the Company may be required to withhold federal, state and local income and employment taxessatisfy by withholding from Grantee's compensation or otherwise collect from Grantee. At Grantee agrees that the time of vesting, Company (or at or before a Related Corporation) may condition the time Grantee receives a distribution exercise of the Shares underlying Option upon the Units or other consideration, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company to satisfy any required satisfaction of such withholding to satisfy federal, state, local, payrolltax obligations, and foreign tax may satisfy such withholding obligations of the Company or any Affiliate that arise in connection with the Units (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means, in the Committee's discretion: (ai) withholding from any compensation otherwise payable to the Grantee by the Company; (bii) causing the Grantee to tender a cash payment; or (ciii) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with upon exercise of the Units Option the number of Shares with a Fair Market Value (measured as of the date the Withholding Taxes tax withholding obligations are to be determined) equal to the amount of such Withholding Taxes; tax withholding, provided, however, that the number of such Shares so withheld shall will not exceed the amount necessary to satisfy the Company’s 's required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units Shares as a liability for financial accounting purposes). Grantee Xxxxxxx understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator Committee in its reasonable discretion. Grantee Xxxxxxx further understands that, although the Company may will pay withheld amounts to the applicable taxing authorities, the Grantee is Xxxxxxx remains responsible for payment of all taxes due as a result of compensation income arising under the AgreementAgreement and for filing all relevant documentation required to be filed in connection with the Option or the Shares other than those filings that are the specific obligation of the Company under applicable law.

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at a) On or before the time Grantee receives you receive a distribution of the Shares underlying the Units or other considerationCommon Stock pursuant to your Award, or at any time thereafter as requested by the Company, Grantee you hereby authorizes the Company to satisfy authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that which arise in connection with the Units your Award (the “Withholding TaxesObligation”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; . (b) causing By accepting this Award as set forth in the Grantee Grant Notice, you hereby (i) acknowledge and agree that you have elected a Sell to tender Cover (as defined in the Grant Notice) on the Acceptance Date to permit you to satisfy the Withholding Obligation and that the Withholding Obligation shall be satisfied pursuant to this Section 10(b) to the fullest extent not otherwise satisfied pursuant to the provisions of Section 10(c) hereof and (ii) further acknowledge and agree to the following provisions, in each case on the Acceptance Date: (i) You hereby irrevocably appoint E*Trade, or such other registered broker-dealer that is a cash payment; member of the Financial Industry Regulatory Authority as the Company may select, as your agent (the “Agent”), and you authorize and direct the Agent to: (1) Sell on the open market at the then prevailing market price(s), on your behalf, as soon as practicable on or (c) withholding Shares from after the Shares issued or otherwise issuable date on which the shares of Common Stock are delivered to Grantee you pursuant to Section 6 hereof in connection with the Units with a Fair Market Value (measured as vesting of the date Restricted Stock Units, the number (rounded up to the next whole number) of shares of Common Stock sufficient to generate proceeds to cover (A) the satisfaction of the Withholding Taxes are Obligation arising from the vesting of those Restricted Stock Units and the related issuance of shares of Common Stock to you that is not otherwise satisfied pursuant to Section 10(c) hereof and (B) all applicable fees and commissions due to, or required to be determinedcollected by, the Agent with respect thereto; (2) equal Remit directly to the amount of such Withholding Taxes; provided, however, that Company and/or any Affiliate the number of such Shares so withheld shall not exceed the amount proceeds necessary to satisfy the Company’s Withholding Obligation; (3) Retain the amount required tax withholding obligations using to cover all applicable fees and commissions due to, or required to be collected by, the minimum statutory withholding rates for federalAgent, state, local and foreign tax purposes, including payroll taxes, that are applicable relating directly to supplemental taxable income (or such lesser amount as may be necessary to avoid classification the sale of the Units as a liability for financial accounting purposes). Grantee understands shares of Common Stock referred to in clause (1) above; and (4) Remit any remaining funds to you. (ii) You acknowledge that all matters with respect your election to Sell to Cover and the corresponding authorization and instruction to the total amount Agent set forth in this Section 10(b) to sell Common Stock to satisfy the Withholding Obligation is intended to comply with the requirements of taxes Rule 10b5-1(c)(1) under the Exchange Act and to be withheld in respect interpreted to comply with the requirements of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands that, although the Company may pay withheld amounts to the applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Agreement.Rule 10b5-1

Withholding Obligations. Grantee understands that, at (a) On the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at or before the time Grantee receives a distribution of the Shares underlying the Units or other considerationGrant Date, or at any time thereafter as requested by the Company, Grantee the Holder hereby authorizes the Company or the Subsidiary employing the Holder to satisfy its withholding obligations, if any, from payroll and any other amounts payable to the Holder, and otherwise agree to make adequate provision for any sums required withholding to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that such employing Subsidiary, if any, which arise in connection with the Units (grant of or vesting of the “Withholding Taxes”). Notwithstanding any other provision Award or the delivery of this SectionShares under the Award; provided, that, at the Holder’s election, such withholding obligation may be satisfied by the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or (c) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Holder that number of Shares having an aggregate Fair Market Value (measured Value, determined as of the date the Withholding Taxes are to be determined) withholding tax obligation arises, equal to such withholding tax obligation (but in no event more than the amount of such Withholding Taxesminimum required tax withholding); provided, howeverfurther, that that, the number Holder’s right to elect such Share withholding shall be subject to Section 4.3(b) of the Management Stockholders Agreement as amended by Section 5.3 of this Agreement, and any limitations imposed under Delaware law or other Applicable Law and/or under the terms of any preferred stock, debt financing arrangements or other indebtedness of the Company or its Subsidiaries (including any such Shares so withheld shall not exceed the amount necessary to satisfy limitations resulting from the Company’s required Subsidiaries being prohibited or prevented from distributing to the Company sufficient proceeds or funds to enable the Company to repurchase Common Stock in accordance with Delaware law or other Applicable Law and/or the then applicable terms and conditions of such arrangements). (b) Unless the tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands thatCompany, although if any, are satisfied, the Company may pay withheld amounts shall have no obligation to the applicable taxing authorities, the Grantee is responsible issue a certificate for payment of all taxes due as a result of compensation arising under the Agreementsuch Shares or release such Shares.

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at or before the time Grantee receives a distribution Each of the Shares underlying the Units or other considerationBuyer, or at any time thereafter as requested by Merger Sub, the Company, Grantee hereby authorizes the Company Surviving Corporation, the Paying Agent and the Escrow Agent shall be entitled to satisfy deduct and withhold from the Merger Consideration otherwise payable pursuant to any provision of this Agreement (or any other document referred to herein) to any Person such amounts as it reasonably determines that it is required withholding to satisfy federaldeduct and withhold with respect to the making of such payment under the Code, stateor any other applicable Law. To the extent that amounts are so withheld by the Buyer, localMerger Sub, payrollthe Company, the Surviving Corporation, the Paying Agent or the Escrow Agent, as the case may be, and foreign tax paid to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement (and each other document referred to herein) as having been paid to the Persons in respect of which such deduction and withholding was made. The Buyer, Merger Sub, the Company, the Surviving Corporation, the Escrow Agent, and the Paying Agent shall also have the right to collect IRS Forms W-8 or W-9, or such other forms relating to United States federal withholding obligations as may be applicable, from such Persons. For the avoidance of doubt, to the extent any amounts are required to be so withheld from any distributions from the Escrow Fund, such amounts required to be withheld may be distributed to the Buyer (or an entity designated by the Buyer) to enable the Buyer (or any such designated entity) to comply with its withholding obligations (including, without limitation, any obligations of the Company or any Affiliate that arise in connection with the Units (the “Withholding Taxes”Surviving Corporation). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or (c) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Fair Market Value (measured as of the date the Withholding Taxes are to be determined) equal to the amount of such Withholding Taxes; provided, however, that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands that, although the Company may pay withheld amounts to the applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Agreement.

Withholding Obligations. Grantee understands that‌ (a) Each Member shall, at to the time that Grantee becomes vested and/or receives payment fullest extent permitted by applicable law, indemnify and hold harmless the Fund and each of the Indemnified Parties who is or who is deemed to be the responsible withholding agent for U.S. federal, state or local or non-U.S. income tax purposes against all claims, liabilities and expenses of whatever nature relating to such Indemnified Party’s obligation to withhold and to pay over, or otherwise pay, any Units withholding or other taxes (including taxes arising under Code Sections 6221 through 6241, as amended by the delivery Bipartisan Budget Act of Shares2015, P.L. 114-74 (together with any subsequent amendments thereto. Treasury Regulations promulgated thereunder, and published administrative interpretations thereof)) payable by the Fund or as a result of such Member’s participation in the fund. (b) Notwithstanding any provision of this Agreement to the contrary, each Member hereby authorizes the Company may Fund and the Managing Member to withhold and to pay over, or otherwise pay, any withholding or other taxes (including taxes arising under Code Sections 6221 through 6241, as amended by the Bipartisan Budget Act of 2015, P.L. 114-74 (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof)) payable or required to be deducted by the Fund or any of its Affiliates (pursuant to the Code or any provision of U.S. federal, state or local or non-U.S. tax law) with respect to such Member or as a result of such Member’s participation in the Fund. If and to the extent that the Fund shall be required to withhold federalor pay any such withholding or such other taxes, state and local income and employment taxes. At such Member shall be deemed for all purposes of this Agreement to have received a payment from the Fund as of the time of vestingthat such withholding or such other tax is required to be paid, or at or before the time Grantee receives which payment shall be deemed to be a distribution of with respect to such Member’s interest in the Shares underlying Fund. To the Units or other consideration, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company to satisfy any required withholding to satisfy federal, state, local, payroll, and foreign tax withholding obligations of the Company or any Affiliate extent that arise in connection with the Units (the “Withholding Taxes”). Notwithstanding any other provision of this Sectionsuch payment exceeds a cash distribution that such Member would otherwise have received but for such withholding, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating Managing Member shall notify such Member as to the Units by any of the following means or by a combination amount of such means: (a) withholding from any compensation otherwise payable excess and such Member shall make a prompt payment to the Grantee Fund of such amount by wire transfer, which payment shall not constitute a Capital Contribution to the Company; (b) causing Fund and, consequently, shall not increase the Grantee to tender a cash payment; or Capital Account of such Member. (c) Any withholdings referred to in this paragraph 7.8 shall be made at the maximum applicable statutory rate under the applicable tax law unless the Managing Member shall have received evidence satisfactory to the Managing Member that a lower rate is applicable or that no withholding Shares is applicable. Upon request of a member, the Managing Member shall provide reasonable assistance to such Member in obtaining any refund of taxes withheld on account of such Member’s participation in the Fund. (d) In the event that the Fund receives any cash proceeds, distributions or payments from or in respect of which tax has been withheld, the Shares issued or otherwise issuable Fund shall be deemed to Grantee have received cash in connection with the Units with a Fair Market Value (measured as of the date the Withholding Taxes are to be determined) an amount equal to the amount of such Withholding Taxes; providedwithheld tax, however, that and each Member shall be deemed for all purposes of this Agreement to have received a payment from the number Fund as of the time of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee understands that all matters with respect distribution equal to the total amount of taxes to be withheld in respect portion of such compensation income will be amount that is attributable to such Member’s interest in the Fund as equitably determined by the Administrator in its reasonable discretion. Grantee further understands thatManaging Member, although the Company may pay withheld amounts which payment shall be deemed to be a distribution pursuant to the applicable taxing authorities, the Grantee is responsible for payment relevant clause of all taxes due as a result of compensation arising under the Agreement.paragraphs 7.5 or

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at a) On or before the time Grantee receives you receive a distribution of the Shares underlying the Units or other considerationshares in respect of your Award, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company you agree to make adequate provision for any sums required to satisfy any required withholding to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that Affiliate, if any, which arise in connection with the Units Award (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; . (b) causing For this purpose, you agree that, on the Grantee date any shares of the Company's common stock are delivered to tender you pursuant to Section 6, you will sell (and hereby authorize the Company to direct on your behalf the sale of) shares of common stock on such date (or as soon thereafter as is practicable under ordinary principles of best execution) that will produce net sales proceeds equal to the amount of any Withholding Taxes which arise in connection with the delivery to you of such shares. You further agree that such net sales proceeds will be remitted directly to the Company to the extent necessary to satisfy your obligations pursuant to Section 10(a). You further agree that your agreement pursuant to this Section 10(b) is irrevocable unless on the date you sign the Grant Notice you are either in possession of material insider information or you are subject to a cash payment; or Company imposed blackout, in which case your agreement pursuant to this Section 10(b) shall be irrevocable on the second day such conditions no longer exist unless you notify the Company prior to such date that you are revoking your agreement to the provisions of this Section 10(b), and that any such failure to revoke such agreement by such date shall be a new agreement on such date, which shall be irrevocable. The provisions of this Section 10(b) are intended to comply with the provisions of Rule 10b5-1(c) under the Securities Exchange Act of 1934. (c) withholding Shares In the event your obligations pursuant to Section 10(a) arise other than upon the delivery to you of shares of the Company's common stock so that the provisions of Section 10(b) do not apply or, with the Company's consent, you have otherwise revoked your agreement to the provisions of Section 10(b), you hereby authorize the Company to withhold shares of Common Stock from the Shares shares of Common Stock issued or otherwise issuable to Grantee you in connection with the Units Award with a Fair Market Value (measured as of the date of the Withholding Taxes are to be determinedrequired withholding) equal to the amount of such any Withholding Taxes; provided, however, that the number of such Shares shares of Common Stock so withheld shall will not exceed the amount necessary to satisfy the Company’s 's required tax withholding obligations using the minimum required statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (income. Additionally, in this case, the Company may, in its sole discretion, satisfy all or such lesser amount as may be necessary to avoid classification any portion of the Units as Withholding Taxes obligation relating to your Award by any of the following means or by a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect combination of such means: (i) withholding from any compensation income will be determined otherwise payable to you by the Administrator in its reasonable discretionCompany; or (ii) causing you to tender a cash payment. Grantee further understands that, although Unless the tax withholding obligations of the Company may pay withheld amounts to the applicable taxing authoritiesor any Affiliate are satisfied, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the AgreementCompany will have no obligation to deliver to you any Common Stock.

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at a) On or before the time Grantee receives you receive a distribution of the Shares underlying the Units or other considerationshares in respect of your PSU Grant, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company you agree to make adequate provision for any sums required to satisfy any required withholding to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that Affiliate, if any, which arise in connection with the Units PSU Grant (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; . (b) causing For this purpose, you agree that, on the Grantee date any shares of the Company’s common stock are delivered to tender you pursuant to Section 4, you will sell (and hereby authorize the Company to direct on your behalf the sale of) shares of common stock on such date (or as soon thereafter as is practicable under ordinary principles of best execution) that will produce net sales proceeds equal to the amount of any Withholding Taxes which arise in connection with the delivery to you of such shares. You further agree that such net sales proceeds will be remitted directly to the Company to the extent necessary to satisfy your obligations pursuant to Section 10(a). You further agree that your agreement pursuant to this Section 10(b) is irrevocable unless on the date you sign the Grant Notice you are either in possession of material insider information or you are subject to a cash payment; or Company imposed blackout, in which case your agreement pursuant to this Section 10(b) shall be irrevocable on the second day such conditions no longer exist unless you notify the Company prior to such date that you are revoking your agreement to the provisions of this Section 10(b), and that any such failure to revoke such agreement by such date shall be a new agreement on such date, which shall be irrevocable. The provisions of this Section 10(b) are intended to comply with the provisions of Rule 10b5-1(c) under the Securities Exchange Act of 1934. (c) withholding Shares In the event your obligations pursuant to Section 10(a) arise other than upon the delivery to you of shares of the Company’s common stock so that the provisions of Section 10(b) do not apply or, with the Company’s consent, you have otherwise revoked your agreement to the provisions of Section 10(b), you hereby authorize the Company to withhold shares of common stock from the Shares shares of common stock issued or otherwise issuable to Grantee you in connection with the Units PSU Grant with a Fair Market Value (measured as of the date of the Withholding Taxes are to be determinedrequired withholding) equal to the amount of such any Withholding Taxes; provided, however, that the number of such Shares shares of common stock so withheld shall will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum required statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (income. Additionally, in this case, the Company may, in its sole discretion, satisfy all or such lesser amount as may be necessary to avoid classification any portion of the Units as Withholding Taxes obligation relating to your PSU Grant by any of the following means or by a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect combination of such means: (i) withholding from any compensation income will be determined otherwise payable to you by the Administrator in its reasonable discretionCompany; or (ii) causing you to tender a cash payment. Grantee further understands that, although Unless the tax withholding obligations of the Company may pay withheld amounts to the applicable taxing authoritiesor any Affiliate are satisfied, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the AgreementCompany will have no obligation to deliver to you any common stock.

Withholding Obligations. Grantee understands that, at (a) If and to the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), extent the Company may be is required by law (as determined in good faith by the Board of Managers) to make payments (other than any imputed underpayment described in Section 12.7(iii)) with respect to any Member in amounts required to withhold federal, state and local income and employment taxes. At the time of vesting, or at or before the time Grantee receives a distribution of the Shares underlying the Units or other consideration, or at discharge any time thereafter as requested by the Company, Grantee hereby authorizes the Company to satisfy any required withholding to satisfy federal, state, local, payroll, and foreign tax withholding obligations legal obligation of the Company or the Board of Managers to make payments to any Affiliate that arise governmental authority with respect to any federal, state or local or foreign tax liability of such Member arising as a result of such Member’s interest in connection with the Units Company, including for avoidance of doubt any tax imposed on the Company in respect of such Member under Section 1446(f) of the Code (the such payments, “Withholding TaxesTax Payments”). Notwithstanding any other provision , then the Board of this Section, the Company Managers may, in its sole discretion, satisfy all or any portion : (i) reduce such Member’s proportionate share of the Withholding Taxes obligation relating to the Units distributions by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or (c) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Fair Market Value (measured as of the date the Withholding Taxes are to be determined) equal to the amount of such Withholding TaxesTax Payments (provided that such Member’s Capital Account shall be adjusted pursuant to Section 2.4 for such Member’s full proportionate share of the distribution); providedor (ii) require such Member to promptly pay to the Company an amount of cash equal to such Tax Payments. In the event a portion of a distribution in-kind is retained by the Company pursuant to the preceding sentence, howeversuch retained assets may, that in the number discretion of such Shares so withheld shall not exceed the amount Board of Managers, either (1) be distributed to the Members in accordance with the terms of this Article 7 including this Section 7.6(a), or (2) be sold by the Company to generate the cash necessary to satisfy such Tax Payments. If the assets are sold, then for purposes of income tax allocations only under this Agreement, any gain or loss on such sale or exchange shall be allocated to the Member to whom the Tax Payments relate. Notwithstanding the foregoing, the Company shall reduce its withholding from distributions to a Member to the extent permitted by law if such Member delivers to the Company a properly executed and applicable version of IRS Form W-8 for the applicable tax year showing that such Member is eligible for a reduced (or zero) withholding rate and there is no change in the law regarding withholding obligations with respect to foreign Persons which, in the opinion of counsel to the Company’s required tax , would require withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable with respect to supplemental taxable income such Member. (b) The Board of Managers shall make (or cause the Company to make) any filings, applications or elections, and shall use all other reasonable efforts, to obtain any available exemption from, or refund of, any withholding or other taxes imposed by any non-U.S. (whether sovereign or local) taxing authority with respect to amounts distributable to any Member under this Agreement. Each Member agrees that it will cooperate with the Board of Managers in making any such lesser amount filings, applications or elections to the extent the Board of Managers reasonably determines that such cooperation is necessary or desirable. Notwithstanding the foregoing, if a Member must make any such filings, applications or elections directly, the Board of Managers, at the request of the affected Member, shall (or shall cause the Company to) provide such information and take such other action as may reasonably be necessary to avoid classification complete or make such filings, applications or elections. (c) Each Member will, as applicable, take such actions as are required to establish to the reasonable satisfaction of the Units Board of Managers that the Member is (i) not subject to the withholding tax obligations imposed by Section 1471 of the Code and (ii) not subject to the withholding tax obligations imposed by Section 1472 of the Code. In addition, each Member will assist the Company and the Board of Managers with any applicable information reporting or other obligation imposed on the Company, the Board of Managers, or their respective Affiliates, pursuant to FATCA. For purposes of this Agreement, “FATCA” shall mean the Foreign Account Tax Compliance provisions enacted as a liability for financial accounting purposes). Grantee understands that part of the U.S. Hiring Incentives to Restore Employment Act and codified in Sections 1471 through 1474 of the Code, all matters rules, regulations and other guidance issued thereunder, all intergovernmental agreements and implementing legislation with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee further understands thatthereto, although the Company may pay withheld amounts to the applicable taxing authorities, the Grantee is responsible for payment of and all taxes due as a result of compensation arising under the Agreementadministrative and judicial interpretations thereof.

Withholding Obligations. Grantee Xxxxxxx understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at or before the time Grantee receives a distribution of the Shares underlying the Units or other consideration, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company to satisfy any required withholding to satisfy federal, state, local, payroll, and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with the Units (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; (b) causing the Grantee to tender a cash payment; or (c) withholding Shares from the Shares issued or otherwise issuable to Grantee in connection with the Units with a Fair Market Value (measured as of the date the Withholding Taxes are to be determined) equal to the amount of such Withholding Taxes; provided, however, that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (or such lesser amount as may be necessary to avoid classification of the Units as a liability for financial accounting purposes). Grantee Xxxxxxx understands that all matters with respect to the total amount of taxes to be withheld in respect of such compensation income will be determined by the Administrator in its reasonable discretion. Grantee Xxxxxxx further understands that, although the Company may pay withheld amounts to the applicable taxing authorities, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the Agreement.

Withholding Obligations. Grantee understands that, at the time that Grantee becomes vested and/or receives payment for any Units (including through the delivery of Shares), the Company may be required to withhold federal, state and local income and employment taxes. At the time of vesting, or at a) On or before the time Grantee receives you receive a distribution of the Shares underlying the Units or other considerationshares in respect of your PRSU Grant, or at any time thereafter as requested by the Company, Grantee hereby authorizes the Company you agree to make adequate provision for any sums required to satisfy any required withholding to satisfy the federal, state, local, payroll, local and foreign tax withholding obligations of the Company or any Affiliate that Affiliate, if any, which arise in connection with the Units PRSU Grant (the “Withholding Taxes”). Notwithstanding any other provision of this Section, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Units by any of the following means or by a combination of such means: (a) withholding from any compensation otherwise payable to the Grantee by the Company; . (b) causing For this purpose, you agree that, on the Grantee date any shares of the Company’s common stock are delivered to tender you pursuant to Section 4, you will sell (and hereby authorize the Company to direct on your behalf the sale of) shares of common stock on such date (or as soon thereafter as is practicable under ordinary principles of best execution) that will produce net sales proceeds equal to the amount of any Withholding Taxes which arise in connection with the delivery to you of such shares. You further agree that such net sales proceeds will be remitted directly to the Company to the extent necessary to satisfy your obligations pursuant to Section 10(a). You further agree that your agreement pursuant to this Section 10(b) is irrevocable unless on the date you sign the Grant Notice you are either in possession of material insider information or you are subject to a cash payment; or Company imposed blackout, in which case your agreement pursuant to this Section 10(b) shall be irrevocable on the second day such conditions no longer exist unless you notify the Company prior to such date that you are revoking your agreement to the provisions of this Section 10(b), and that any such failure to revoke such agreement by such date shall be a new agreement on such date, which shall be irrevocable. The provisions of this Section 10(b) are intended to comply with the provisions of Rule 10b5-1(c) under the Securities Exchange Act of 1934. (c) withholding Shares In the event your obligations pursuant to Section 10(a) arise other than upon the delivery to you of shares of the Company’s common stock so that the provisions of Section 10(b) do not apply or, with the Company’s consent, you have otherwise revoked your agreement to the provisions of Section 10(b), you hereby authorize the Company to withhold shares of common stock from the Shares shares of common stock issued or otherwise issuable to Grantee you in connection with the Units PRSU Grant with a Fair Market Value (measured as of the date of the Withholding Taxes are to be determinedrequired withholding) equal to the amount of such any Withholding Taxes; provided, however, that the number of such Shares shares of common stock so withheld shall will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum required statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income (income. Additionally, in this ​ case, the Company may, in its sole discretion, satisfy all or such lesser amount as may be necessary to avoid classification any portion of the Units as Withholding Taxes obligation relating to your PRSU Grant by any of the following means or by a liability for financial accounting purposes). Grantee understands that all matters with respect to the total amount of taxes to be withheld in respect combination of such means: (i) withholding from any compensation income will be determined otherwise payable to you by the Administrator in its reasonable discretionCompany; or (ii) causing you to tender a cash payment. Grantee further understands that, although Unless the tax withholding obligations of the Company may pay withheld amounts to the applicable taxing authoritiesor any Affiliate are satisfied, the Grantee is responsible for payment of all taxes due as a result of compensation arising under the AgreementCompany will have no obligation to deliver to you any common stock.