Common use of Call Option Clause in Contracts

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (ai) If Executive’s employment with Notwithstanding anything to the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or contrary in the event of a Restrictive Covenant Violationthis Section 5.5, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date Trican ROFO shall not apply to (A) a Sale or Transfer of all or substantially all of the assets of Trican in one or a series of related transactions that do not involve the Sale or Transfer of Trican’s Units separately from the Sale or Transfer of all or substantially all of the assets of Trican or (B) any transfer or sale of any equity interests of Trican Parent (including any indirect or direct sale or transfer, whether by merger, amalgamation or reorganization) so long as such sale or transfer does not involve the Sale or Transfer of Trican’s Units separately from the direct or indirect sale or transfer of the equity interests of Trican Parent and (ii) the date Trican ROFO shall not in and of itself prevent Trican from pledging or otherwise encumbering any Units (the “Pledged Units”) Held by it to any lenders or financing sources (collectively, the “Financing Sources”) in order to obtain or retain financing; provided, that each of the Existing Holders shall have the option, but not the obligation, to purchase any such violation Pledged Units for Fair Market Value (and in the case of any Pledged Units that are Class C Units, such Fair Market Value shall be calculated as if such Class C Units were converted to Class A Units on a fully diluted basis based on the Fair Market Value for such Units immediately prior to exercise of the Call Option) (as determined by an independent valuation firm selected by the Management Board (unless a prior valuation has been undertaken in the 90 day period prior to such calculation of Fair Market Value, in which case Fair Market Value shall be based on such prior valuation)) in connection with any foreclosure or conduct other security enforcement action with respect to such Pledged Units (orthe “Call Option”) on the terms set forth in this Section 5.5(e). (ii) Trican shall require its Financing Sources to notify the Existing Holders (a “Foreclosure Notice”) of the bona fide intention by the Financing Sources to foreclose on or take any other security enforcement action with respect to any Pledged Units at the same time as Trican or its Affiliates are so notified. Within ten days of receipt of any Foreclosure Notice, each of the Existing Holders must notify the other Existing Holders of its intention, if laterany, to exercise the Call Option for some or all of the Pledged Units; provided, that if more than one Existing Holder has provided notice of an intent to exercise the Call Option for a proportion of the Pledged Units in excess of their respective Proportionate Class A Unit Percentages, then such Existing Holders shall exercise such Call Option for up to their relative Proportionate Class A Unit Percentage as between such Existing Holders. (iii) Subject to Section 5.5(e)(ii), each of the Existing Holders shall notify Trican, the other Existing Holders and the applicable Financing Sources in writing (the “Call Option Exercise Notice”) of their intention to exercise the Call Option within 60 days from the date on which the General Partner has actual knowledge thereof), to Existing Holders receive the Foreclosure Notice and the purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election Pledged Units pursuant to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist be consummated within 30 days from delivery of the Call Option Exercise Notice. (iv) Notwithstanding anything to the contrary, Trican shall cause such Financing Sources to (A) take such pledge or encumbrance on the Pledged Units from Trican subject to the Existing Holder’s right to the Call Option hereunder and (B) not take any foreclosure or other security enforcement action with respect to the Executive’s Common Pledged Units and Vested Incentive Units. (b) If until at least 61 days after receipt by the Aggregator desires to exercise Existing Holders of the Call Option pursuant to this Section 4.2, Foreclosure Notice unless the Aggregator shall send written Existing Holders have provided notice to each member Trican and such Financing Sources of Executive’s Group of its their intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect their rights to the Call Option shall be deemed to apply to during such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitstime. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If If, prior to a Sale of the Company, (x) Executive’s employment with the Employer Company and its Affiliates is terminated by Subsidiaries terminates for any of the Employer reasons set forth in clauses (i), (ii) or its Affiliates for Cause (iii) or (y) if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or engages in the event of a Restrictive Covenant ViolationCompetitive Activity, the Aggregator Company shall have the rightright and option, but not the obligation, to purchase for 12 months followinga period commencing on the Termination Date or the Activity Date, as applicable, each and ending on the later of (iI) 90 days following the Termination Date or the Activity Date, as applicable, and (iiII) 211 days following the date of Purchase Date (such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b)period, the “Call OptionPeriod”), and each member of Executive’s the Executive Group shall be required to sell to the AggregatorCompany, any or all or any portion of the Common Units and Vested Incentive such Units then held by such member of Executive’s the Executive Group (it being understood that if Units may be repurchased at different prices, the Company may elect to repurchase only the portion of Units subject to repurchase hereunder at a purchase lower price), at a price per Unit equal to the lesser of applicable purchase price determined pursuant to Section 4.1(c): (i) Fair Market Value if Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability, death or Retirement of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and Executive; (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the if Executive’s Common Units employment with the Company and Vested Incentive Unitsits Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by Executive for Good Reason; (iii) if Executive’s employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for Cause or (B) by Executive for any other reason not set forth in Section 4.1(a)(i) or Section 4.1(a)(ii). (b) If the Aggregator Company desires to exercise the Call Option its option to purchase Units pursuant to this Section 4.24.1 the Company shall, not later than 30 days prior to the Aggregator shall end of the Call Period, send written notice to each member of Executive’s the Executive Group of its intention to purchase all or a portion of the Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the The closing of the purchase shall take place at the principal office of the Aggregator Company or one of its Subsidiaries on a date specified by the Aggregator not Company no later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease to be effective upon In the occurrence event of a Sale Transaction in connection purchase by the Company pursuant to Section 4.1(a), the purchase price with which respect to a purchase of all or any portion of the Units shall be: (i) in the case of a termination of employment described in Section 4.1(a)(iii)(A) or if Executive engages in Competitive Activity, a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Units are cancelled repurchased) and (B) Cost; (ii) in exchange for cash proceedsthe case of a termination of employment described in Section 4.1(a)(i) or Section 4.1(a)(ii), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the date the Units are repurchased), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being purchased, if any, shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; (iii) in the case of a termination of employment described in Section 4.1(a)(iii)(B), with respect to the number of Units being purchased which is the product of (x) the total number of Units being purchased and (y) the Applicable Percentage (measured as of the Termination Date), a price per Unit equal to Fair Market Value (measured as of the date the Units are repurchased), and (if the Applicable Percentage (measured as of the Termination Date) is less than 100%) the purchase price with respect to the remaining Units being purchased, if any, shall be a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost.

Call Option. (a) If If, prior to a Sale of the Company, (x) Executive’s employment with the Employer Company and its Affiliates is terminated by Subsidiaries terminates for any of the Employer reasons set forth in clauses (i), (ii) or its Affiliates for Cause (iii) or (y) if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or engages in the event of a Restrictive Covenant ViolationCompetitive Activity, the Aggregator Company shall have the rightright and option, but not the obligation, to purchase for 12 months followinga period commencing on the Termination Date or the Activity Date, as applicable, each and ending on the later of (iI) 90 days following the Termination Date or the Activity Date, as applicable, and (iiII) 211 days following the date of Closing Date (such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b)period, the “Call OptionPeriod”), and each member of Executive’s the Executive Group shall be required to sell to the AggregatorCompany, any or all or any portion of the Common Units and Vested Incentive such Units then held by such member of Executive’s the Executive Group (it being understood that if Units may be repurchased at different prices, the Company may elect to repurchase only the portion of Units subject to repurchase hereunder at a purchase lower price), at a price per Unit equal to the lesser of applicable purchase price determined pursuant to Section 4.1(c): (i) Fair Market Value if Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability, death or Retirement of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and Executive; (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the if Executive’s Common Units employment with the Company and Vested Incentive Unitsits Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by Executive for Good Reason; (iii) if Executive’s employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for Cause or (B) by Executive for any other reason not set forth in Section 4.1(a)(i) or Section 4.1(a)(ii). (b) If the Aggregator Company desires to exercise the Call Option its option to purchase Units pursuant to this Section 4.24.1 the Company shall, not later than 30 days prior to the Aggregator shall end of the Call Period, send written notice to each member of Executive’s the Executive Group of its intention to purchase all or a portion of the Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the The closing of the purchase shall take place at the principal office of the Aggregator Company or one of its Subsidiaries on a date specified by the Aggregator not Company no later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease to be effective upon In the occurrence event of a Sale Transaction in connection purchase by the Company pursuant to Section 4.1(a), the purchase price shall be: (i) with which respect to a purchase of all or any portion of the Units (whether vested or unvested), in the case of a termination of employment described in Section 4.1(a)(iii)(A) or if Executive engages in Competitive Activity, a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Units are cancelled repurchased) and (B) Cost; (ii) with respect to a purchase of all or any portion of the Vested Units, in exchange for cash proceedsthe case of a termination of employment described in Section 4.1(a)(iii)(B) prior to the third anniversary of the Vesting Reference Date, a price per Vested Unit equal to the lesser of (A) Fair Market Value (measured as of the date the Vested Units are repurchased) and (B) Cost; and (iii) with respect to a purchase of all or any portion of the Vested Units, in the case of a termination of employment described in Section 4.1(a)(i) or Section 4.1(a)(ii) or a termination of employment described in Section 4.1(a)(iii)(B) on or after the third anniversary of the Vesting Reference Date, a price per Vested Unit equal to Fair Market Value (measured as of the date the Vested Units are repurchased).

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section Sections 4.2(b) and 4.2(c), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Vested Incentive Unit equal to the lesser of (ix) Fair Market Value of such Unit (measured as of the date on which of the election to purchase such units is delivered (the “Repurchase Notice Date”)) and (iiy) Cost; provided, that such purchase price shall not be less than zero. Except . (b) If Executive’s employment with the Employer and its Affiliates terminates for any reason other than as provided for in this Section 4.2(a), no the Aggregator shall have the right, for 12 months following the Termination Date, to purchase, and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). Notwithstanding the foregoing, Vested Incentive Units held by Executive (including those acquired pursuant to any other Subscription Agreement) will not be subject to the Call Option shall exist with respect in this Section 4.2(b) or any similar provision in a Subscription Agreement entered into among the Aggregator, Holdings and Executive prior to or following the Closing Date hereof, in either of the following two circumstances, provided that Executive executes and does not revoke the Release (as defined in the Employment Agreement) within the time period prescribed in the Employment Agreement: (i) Executive remains employed as the Chief Executive Officer by the Employer or one of its Affiliates through October 1, 2026; or (ii) Executive’s Common Units and Vested Incentive Unitsemployment with the Employer or its Affiliates is terminated (x) by the Employer or its Affiliates without Cause (which does not include Executive’s termination of employment due to death or Disability) or (y) by Executive for Good Reason (when no grounds for Cause exist). (bc) In the event that Executive engages in a Competitive Business (as defined in Appendix A) at any time after Executive’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then the Aggregator shall have the right, for 12 months following the date of such engagement in a Competitive Business (or, if later, the date on which the General Partner has knowledge thereof), to purchase, and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). The Aggregator may elect to exercise its Call Option in Section 4.2(a) in lieu of this Section 4.2(c), to the extent applicable. (d) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Incentive Units, specifying the number and class of Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Incentive Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Incentive Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Incentive Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (ci) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceedsproceeds and (ii) the provisions of Sections 4.2(b) and 4.2(c) shall cease to be effective upon the occurrence of an initial Public Offering.

Call Option. (a) If the Executive’s employment with Investors or any of its Subsidiaries terminates for any of the Employer and its Affiliates is terminated by reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Employer or its Affiliates for Cause (Company, or if the Executive voluntarily resigns engages in Competitive Activity (as defined in Section 7.1 of this Agreement), for any Units issued 181 days or more prior to the date of Executive’s termination of employment with the Employer and its Affiliates when grounds for Cause exist) or engagement in Competitive Activity, within 120 days after such date (or in the event case of a Restrictive Covenant ViolationUnits issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the Aggregator date of issuance of such Units), Investors shall have the rightright and option to purchase, for 12 months following, and the Executive and the Executive’s Permitted Transferees (hereinafter referred to as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call OptionExecutive Group”), and each member of Executive’s Group ) shall be required to sell to the AggregatorInvestors, any or all or any portion of the Common Units and Vested Incentive such Units then held by such each member of Executive’s the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, Investors may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a purchase price per Unit unit equal to the lesser of applicable purchase price determined pursuant to Section 5.2(c): (i) Fair Market Value if the Executive’s active employment with the Company or its Subsidiaries is terminated due to the Disability or death or due to Retirement of such Unit (measured as the Executive prior to the third anniversary of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and hereof; (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to if the Executive’s Common Units active employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without Cause (including termination resulting from nonrenewal by the Company, without Cause, of the Executive’s employment agreement at the end of the initial term of such employment agreement or at the end of any renewal) or by the Executive for Good Reason (including termination resulting from nonrenewal by the Executive, for Good Reason, of the Executive’s employment agreement at the end of the initial term of such employment agreement or at the end of any renewal term; provided that all of the requirements set forth in the definition of Good Reason are satisfied, including that the Executive has notified the Company or its Subsidiaries of such Good Reason and Vested Incentive Unitsthe period for cure by the Company or its Subsidiaries has elapsed); (iii) if the Executive’s active employment with the Company or its Subsidiaries is terminated by the Executive for any reason other than those set forth in Section 5.2(a)(i) and Section 5.2(a)(ii) and a period of three (3) years has elapsed from the date hereof to the date of termination of employment; and (iv) if the Executive’s active employment with the Company or its Subsidiaries is terminated (A) by the Company or its Subsidiaries for Cause or (B) by the Executive for any reason other than those set forth in Section 5.2(a)(i) or Section 5.2(a)(ii) but the three-year period described in Section 5.2(a)(iii) has not elapsed. (b) If the Aggregator Investors desires to exercise the Call Option its option to purchase Units pursuant to this Section 4.25.2, Investors shall, not later than the Aggregator shall expiration of the applicable period described for such purchase in Section 5.2(a), send written notice to each member of Executive’s the Executive Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 56, the closing of the purchase shall take place at the principal office of Investors on the Aggregator on a date specified by the Aggregator not later than of the 30th day after the giving of the Call NoticeNotice and the date that is 10 business days after the final determination of Fair Market Value. Notwithstanding Subject to the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this provisions of Section 4.2 (or elects to exercise the Call Option with respect to less than all Units)6, the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect Executive shall deliver to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect Investors duly executed instruments transferring title to the Call Option shall be deemed Units to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one Investors, against payment of the Blackstone Limited Partner, appropriate purchase price by cashier’s or certified check payable to the Carlyle Limited Partner, and Executive or by wire transfer of immediately available funds to an account designated by the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsExecutive. (c) The provisions In the event of a purchase by Investors pursuant to Section 5.2(a), the purchase price shall be (in each case after taking account of any prior purchases pursuant to Section 5.2(a)): (i) if the Executive engages in any Competitive Activity (as defined in Section 7.1 of this Agreement), a price per unit equal to the lesser of (A) Fair Market Value (measured as of the Activity Date (as defined in Section 7.2 of this Agreement)) and (B) Cost; (ii) in the case of a termination of employment described in Section 5.2(a)(i), Section 5.2(a)(ii) or Section 5.2(a)(iii), the Fair Market Value of such Unit (measured as of the date of the Call Notice); and (iii) in the case of a termination of employment described in Section 5.2(a)(iv), a price per unit equal to the lesser of (A) Fair Market Value (measured as of the date of the Call Notice) and (B) Cost. (d) Notwithstanding anything in this Section 5.2 to the contrary, in the event that Investors purchases Units at Fair Market Value pursuant to the terms of this Section 4.2 shall cease to be effective upon 5.2 and within twelve months of the occurrence date of the determination of such Fair Market Value both (A) a Sale Transaction of the Company or a Public Offering occurs and (B) in connection with which all such transaction, the per share value of the Units are cancelled exceeds the per share purchase price paid by Investors to Executive under this Section 5.2, the Executive shall be entitled to receive from Investors the benefit of such higher value for the Units purchased. The excess of (x) the net proceeds which the Executive would have received in exchange for cash proceedssuch Sale of the Company or Public Offering from the sale in such transaction of all Units repurchased by Investors under this Section 5.2, less (y) the amount which the Executive actually received from the purchase of such Units by Investors pursuant to this Section 5.2, shall be paid by certified or cashier’s check or wire transfer of funds to Executive upon consummation of such Sale of the Company or Public Offering.

Call Option. (a) If Executive’s employment with At any time after expiry of the Employer Empowerment Period and its Affiliates is terminated at such other times as are permitted by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer SASA and its Affiliates when grounds for Cause exist) or if, in the event opinion of a Restrictive Covenant ViolationSouth African counsel to Tronox, all requisite consents, approvals, and licenses are in place for the Aggregator shall have same to occur (including, without limitation, approval from the rightSouth African Reserve Bank and whatever approvals may be required under the mining rights and prospecting rights held by each South African Subsidiary), for 12 months followingthen upon five (5) Business Days’ notice to the Grantor, as applicable, each of Tronox has the right to call all (but not less than all) of: (i) the Termination Date or shares (if any) that the Grantor holds in the South African Subsidiaries that were in issue as at the date of the SASA (South African Shares) upon issuance to the Grantor of the number of fully paid Class B Shares (Flip-in Shares) equal to [insert number from Australian Shareholders Deed] Class B Shares multiplied by the quotient obtained by dividing (A) the number of South African Shares by (B) the total number of South African Shares in issue at the date of the SASA owned by ERL; and (ii) the date shares that the Grantor holds in each South African Subsidiary less the South African Shares (Additional South African Shares) upon issuance to the Grantor of such violation or conduct the number of fully paid Class B Shares (or, if later, Additional Flip-in Shares) equal to (x) the date on which quotient obtained by dividing the General Partner has actual knowledge thereof), to purchase Fair Value by the Current Market Price (together with y) multiplied by the rights in Section 4.2(b), the “number of Additional South African Shares (Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to issue of Flip-in Shares or Additional Flip-in Shares as a result of exercise of the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member would result in a breach of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing section 606 of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoingCorporations ▇▇▇ ▇▇▇▇ (Cth), if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 may be exercised in respect of such number of South African Shares and Additional South African Shares as would not result in a breach and: (i) Tronox shall exercise that option in respect of the balance of the South African Shares and Additional South African Shares as soon as the issue of the relevant Flip-in Shares or elects to exercise Additional Flip-in Shares would not result in such a breach; and (ii) the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited PartnerGrantor must not, and the H&F Limited Partner may elect must use is best efforts to cause one of ensure that its Affiliates do not, take any action which would prevent the issue of Flip-in Shares or another designee to purchase such Units on the same terms and conditions set forth Additional Flip-in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect Shares pursuant to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsoccurring as soon as possible. (c) The provisions exchange of the South African Shares for the Flip-in Shares and Additional Flip-in Shares pursuant to this Section 4.2 clause 2 shall cease be effected pursuant to a customary exchange agreement in a form to be effective agreed upon between the occurrence parties which shall contain representations and warranties that Tronox shall issue the Flip-in Shares and Additional Flip-in Shares, and the Grantor shall transfer the South African Shares and the Additional South African Shares, free and clear of any liens, restrictions on transfer (other than any restrictions under any applicable securities laws), options, warrants, rights, calls, commitments, proxies or other contract rights. (d) The Call Option shall automatically terminate if a Sale Transaction in connection with which all person other Tronox and/or its Affiliates ceases to directly or indirectly own 50% or more of the Units are cancelled in exchange for cash proceedsissued share capital of the South African Subsidiaries.

Call Option. (a) If Executive’s employment with During the Employer period beginning on the Flip Date and its Affiliates is terminated by continuing until the Employer or its Affiliates for Cause first (or if Executive voluntarily resigns Executive’s employment with 1st) anniversary of the Employer and its Affiliates when grounds for Cause exist) or in Flip Date (the event of a Restrictive Covenant Violation“Call Option Period”), the Aggregator NEP Member shall have the right, for 12 months following, as applicable, each of (i) but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b)acquire all, the “Call Option”)but not less than all, and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common outstanding Class B Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal that implies an Internal Rate of Return to the lesser GEPIF of seven and three quarters percent (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a7.75%), no Call Option shall exist with respect measured from the Effective Date to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof Closing Date (the “Call NoticeOption Purchase Price”). Subject to , upon the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the Call Option Purchase Price, and (iii) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to each member the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of Executive’s Group the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its intention to purchase option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the provisions herein Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be deemed payable in cash (if any) up to apply to such applicable Limited Partner(sa maximum of thirty percent (30%) mutatis mutandis. If more than one of the Blackstone Limited Partner, total Call Option Extension Purchase Price (the Carlyle Limited Partner, and “Maximum Requested Cash Portion”) (with the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease balance to be effective upon the occurrence of paid in Non-Voting NEP Common Units), unless such notice specified a Sale Transaction higher percentage payable in connection with which all of the Units are cancelled in exchange for cash proceedscash.

Call Option. (a) If Executive’s employment with the Employer At any time, and its Affiliates is terminated by the Employer from time to time, on or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationafter December 15, the Aggregator 2027, but prior to December 15, 2032, XPLR Member shall have the right, for 12 months following, as applicable, each of (i) but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b)acquire, the “Call Option”), and each member of Executive’s Group shall be required to sell subject to the Aggregatorlimitations and requirements of this Section 7.02, all or any portion of the Common outstanding Class B Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price that results in an Internal Rate of Return per Class B Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option purchased pursuant to this Section 4.27.02, measured from the Aggregator shall send written notice applicable Acquisition Date of such Class B Unit to each member the Call Option Closing Date, of Executive’s Group of its intention to purchase Units, specifying the number six and class of Units to be purchased and the purchase price thereof nine hundred thirty-one thousandths percent (6.931%) (the “Call NoticeOption Purchase Price”). Subject to , upon the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing 7.02 (the “Call Option”). XPLR Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than XPLR or a Subsidiary thereof; provided, however, that, in the event of any such assignment, XPLR Member and XPLR shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, XPLR Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to each member be consummated (the “Call Option Closing”), (ii) the number of Executive’s Group Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of its intention consideration to purchase be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business 91 953834.04-WILSR01A - MSW Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), or a combination of cash and Non-Voting XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), subject to the other requirements of this Section 7.02, and the provisions herein with respect respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that XPLR Member may issue a maximum of one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members at least five (5) calendar days, but not more than ten (10) Business Days, in advance of the Call Option Closing Date. Delivery of the initial Call Option Notice may be made prior to the first date on which XPLR Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall be deemed occur prior to apply to such applicable Limited Partner(s) mutatis mutandisDecember 15, 2027). If more the consideration to be used to pay the Call Option Purchase Price, as set forth in the Call Option Notice, includes Non-Voting XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than one of two (2) Business Days prior to the Blackstone Limited Partnerapplicable Call Option Closing Date, the Carlyle Limited Partner, and the H&F Limited Partner shall so electissuance of XPLR Common Units), then such electing Limited Partners shall the applicable Call Option Notice may not be entitled to participate delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on a pro-rata basis, proportionate to their then-current ownership of Unitswhich XPLR publicly announces its earnings for any Quarter or Fiscal Year. (c) The provisions following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued other than for a number of Class B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call Option Notice, unless such exercise of the Call Option is for the purchase of all remaining Class B Units not held by XPLR Class B Parties; (ii) the number of Class B Units purchased pursuant to the exercise of the Call Option during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call Option Notice; provided, however, that the restriction set forth in this Section 4.2 clause (ii) shall cease terminate on December 15, 2031; (iii) the Class B Units purchased directly from each Class B Member or indirectly through a Blocker Merger pursuant to be effective upon any exercise of the occurrence Call Option shall consist of a Sale Transaction Proportionate Class B Allocation of such Class B Member’s or Blocker’s Class B Units; (iv) if Investor delivers notice to XPLR Member of Investor’s intent for XPLR Member (or its nominee) to purchase Blocker Interests in connection with such Call Option pursuant to a Blocker Merger in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units to be purchased indirectly through a Blocker Merger pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the 953834.04-WILSR01A - MSW aggregate, by any two or more Blockers (such that the acquisition of Blocker Interests through such Blocker Merger pursuant to such Call Option provides XPLR Member (or its nominee) the indirect ownership, through the surviving Blocker of such Blocker Merger, of the number of Class B Units set forth in such Call Option Notice, less the number of Class B Units that Investor has elected for XPLR Member (or its nominee) to purchase directly in connection with such Call Option); and (v) the aggregate number of Class B Units acquired in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, be no more than: (A) from December 15, 2027, but prior to December 15, 2028, twenty percent (20%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (B) from December 15, 2028, but prior to December 15, 2029, forty percent (40%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (C) from December 15, 2029, but prior to December 15, 2030, sixty percent (60%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (D) from December 15, 2030, but prior to December 15, 2031, eighty percent (80%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); and (E) from December 15, 2031, but prior to December 15, 2032, one hundred percent (100%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units). (d) Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the XPLR Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) (A) the Registration Rights Agreement is in effect with respect to the XPLR Common Units to be issued as part of the Call Option Purchase Price (or into which the Non-Voting XPLR Common Units are convertible), subject to and in accordance with the terms of the XPLR Limited Partnership Agreement, and (B) XPLR shall use commercially reasonable efforts to file, as promptly as practicable following the delivery of the applicable Call Option Notice, a registration statement with the Commission registering the resale of the XPLR Common Units to be issued at the Call Option Closing as part of the Call Option Purchase Price (or into which the Non-Voting XPLR Common Units issued at such Call Option Closing are convertible); and 953834.04-WILSR01A - MSW (iii) on such Call Option Closing Date, there shall be no Call Option Cash Shortfall. (e) XPLR Member may pay any Call Option Purchase Price, at its option (subject to Section 7.02(d) above), in either cash, Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units), or a combination of cash and Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units). (f) Any XPLR Common Units or Non-Voting XPLR Common Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the Trading Day immediately preceding the date of the Call Option Notice and (ii) the listed price of a XPLR Common Unit as of the end of trading on the Trading Day immediately preceding the date of the Call Option Notice. (g) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws), to XPLR Member or its nominee; (ii) XPLR Member or its nominee will pay the cash portion of the Call Option Purchase Price to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds; and (iii) XPLR shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units) to the Class B Members, and, in connection therewith, XPLR shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such XPLR Common Units or Non-Voting XPLR Common Units, as the case may be, to such Class B Members (or their nominee(s)). No fractional XPLR Common Units or Non-Voting XPLR Common Units, as the case may be, will be issued. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the applicable Acquisition Date of the Class B Units to be purchased until the date of the actual Call Option Closing. (h) Each Class B Member hereby agrees that, in connection with each Call Option Closing, such Class B Member (or its Affiliates) shall use reasonable best efforts to obtain Qualifying Financing and shall borrow an amount thereunder that, together with the aggregate amount of any Call Option Cash Consideration, if any, to be paid to such Class B Member and all other cash on hand and all Cash Equivalents of such Class B Member, provides such Class B Member sufficient cash to repay the portion of such Class B Member’s then outstanding Indebtedness under any Class B Permitted Loan Financing required to be repaid as a result of such exercise of the Call Option (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees, and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment), and to cause the release of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws) on the Class B Units being acquired pursuant to the exercise of such Call Option. To the extent that the net proceeds from the Qualifying Financing, together with the aggregate Call Option Cash Consideration to be paid to such Class B Member (net of any deductions or withholdings therefrom pursuant to Section 7.02(m)) and all other cash on hand and Cash Equivalents of the applicable Class B Member, are insufficient to repay in full the portion of Indebtedness under such Class B Permitted Loan Financing that is required to be repaid (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment) as a result of the exercise of such Call Option (such deficiency, a “Call Option Cash Shortfall”), then such Class B Member shall use reasonable best efforts to remedy such Call Option Cash Shortfall as promptly as practicable by obtaining Qualifying Financing (or additional Qualifying Financing) in an amount required to remedy the Call Option Cash Shortfall. The Members agree that, if any Class B Permitted Loan Financing is outstanding at such time, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall. If there is a Call Option Cash Shortfall and the applicable Class B Members are unable, using their respective reasonable best efforts to, secure Qualifying Financing or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall by the Call Option Closing Date set forth in the applicable Call Option Notice (the “Scheduled Call Option Buyout Date”), then the applicable Call Option Closing shall automatically be delayed for a period (a “Call Option Delay Period”) commencing on the Scheduled Call Option Buyout Date and ending upon the earliest to occur of (i) the Call Option Closing, (ii) XPLR Member’s delivery of written revocation of the applicable Call Option Notice to the Class B Member Representative at any time after the Scheduled Call Option Buyout Date, and (iii) the date that is twenty (20) Business Days after the Scheduled Call Option Buyout Date. During any such Call Option Delay Period, the Class B Members shall use their respective reasonable best efforts to secure Qualifying Financing, or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount that is sufficient to remedy the Call Option Cash Shortfall; provided, however, that, at any time and from time to time during such Call Option Delay Period, XPLR Member shall be entitled to modify the proportions of cash and Non-Voting XPLR Common Units (or XPLR Common Units, if requested pursuant to Section 7.02(b)) to be used to pay the Call Option Purchase Price at the applicable Call Option Closing, upon notice thereof delivered to the Class B Member Representative on or after the Scheduled Call Option Buyout Date. If, following the Scheduled Call Option Buyout Date, the Class B Members are able, using their respective reasonable best efforts, to remedy the Call Option Cash Shortfall, then (A) the Class B Member Representative shall promptly deliver written notice thereof to XPLR Member, (B) the applicable Call Option Closing shall occur as promptly thereafter as practicable, and (C) at the applicable Call Option Closing, the amount of the Call Option Purchase Price and the Issuance Price for Non-Voting XPLR Common Units (or XPLR Common Units, if requested pursuant to Section 7.02(b)) to be issued as payment (or partial payment) of the applicable Call Option Purchase Price shall be the same as is set forth in the original Call Option Notice; provided that, if the Class B Members are unable to remedy the applicable Call Option Cash Shortfall by the expiration of the applicable Call Option Delay Period, then the obligation of the Class B Members to use their respective reasonable best efforts 95 to secure Qualifying Financing, or to refinance the existing Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall shall cease concurrently with such expiration of the applicable Call Option Delay Period. (i) Following consummation of the Call Option Closing pursuant to which all of the a Class B Member’s Class B Units are cancelled in exchange for cash proceeds.acquired by XPLR Member (or its nominee), the Managing Member will am

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section Sections 4.2(b) and 4.2(c), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Vested Incentive Unit equal to the lesser of (ix) Fair Market Value of such Unit (measured as of the date on which of the election to purchase such units is delivered (the “Repurchase Notice Date”)) and (iiy) Cost; provided, that such purchase price shall not be less than zero. Except . (b) If Executive’s employment with the Employer and its Affiliates terminates for any reason other than as provided for in this Section 4.2(a), no Call Option the Aggregator shall exist with respect have the right, for 12 months following the Termination Date, to purchase, and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Vested Incentive Units then held by such member of Executive’s Common Units and Group at a purchase price per Vested Incentive UnitsUnit equal to Fair Market Value (measured as of the Repurchase Notice Date). (bc) In the event that Executive engages in a Competitive Business (as defined in Appendix A) at any time after Executive’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then the Aggregator shall have the right, for 12 months following the date of such engagement in a Competitive Business (or, if later, the date on which the General Partner has knowledge thereof), to purchase, and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). The Aggregator may elect to exercise its Call Option in Section 4.2(a) in lieu of this Section 4.2(c), to the extent applicable. (d) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Incentive Units, specifying the number and class of Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Incentive Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Incentive Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Incentive Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (ce) (i) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceedsproceeds and (ii) the provisions of Sections 4.2(b) and 4.2(c) shall cease to be effective upon the occurrence of an initial Public Offering.

Call Option. (a) If Executive’s employment Upon the occurrence of any event upon which Reliance would have the right to terminate this Agreement pursuant to Section 12.1(h) or upon which Sanmina would have the right to terminate this Agreement pursuant to Section 12.1(i), such Party with the Employer and its Affiliates is terminated by right to terminate this Agreement (the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist“Calling Shareholder”) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right (such right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”) to, in addition to or as an alternative to terminating this Agreement, at the sole discretion of the Calling Shareholder, purchase all (but not less than all) of the Shares held at such time by the other Shareholder(s) against whom such termination right is exercisable (such Shares, the “Callable Shares” and any such other Shareholder, an “Exiting Shareholder”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit Share equal to, subject to applicable Law, the lesser of (i) Fair Market Value of such Unit Shares (measured other than in the event of a Call Option pursuant to Sections Section 12.1(h)(i) or Section 12.1(i)(i), as the case may be, in which case the Call Price shall be [***] ([***]%) of the date on which the election to purchase such units is delivered Fair Market Value) (the “Repurchase Notice DateCall Price”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires The Calling Shareholder wishing to exercise the Call Option pursuant to this Section 4.2, the Aggregator 12.3 shall send provide written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased Company and the purchase price thereof Exiting Shareholder indicating such exercise (the a “Call Option Notice”). Subject to ) no later than (i) thirty (30) Business Days following the provisions of Section 5, the closing expiration of the purchase shall take place at time period referenced in Section 12.1(h)(i), Section 12.1(h)(ii), Section 12.1(i)(i) or Section 12.1(i)(ii), as the principal office of case may be where the Aggregator on a date specified Fundamental Breach remains undisputed by the Aggregator not Exiting Shareholder, or (ii) where the Fundamental Breach is disputed by the Exiting Shareholder then no later than thirty (30) Business Days of such Fundamental Breach being determined by the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not arbitration tribunal under Article XIV to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein have occurred with respect to the Exiting Shareholder. Any such exercise of the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one be, following delivery of the Blackstone Limited PartnerCall Option Notice, binding on both the Carlyle Limited PartnerCalling Shareholder and the Exiting Shareholder, and shall be an irrevocable offer by the Calling Shareholder to purchase the Callable Shares at the Call Price. Following exercise of the Call Option, (A) the Exiting Shareholder shall be required to sell, and the H&F Limited Partner shall so elect, then such electing Limited Partners Calling Shareholder shall be entitled required to participate on purchase, the Callable Shares at a pro-rata basisprice equal to the Call Price, proportionate in accordance with Section 12.3(d) and (B) the Exiting Shareholder shall not be permitted to their then-current ownership of UnitsTransfer any Shares pursuant to Article XI. (c) The provisions Fair Market Value of the Callable Shares and the resulting Call Price shall be determined in accordance with the definition of “Fair Market Value,” and in any event no later than sixty (60) Business Days following delivery of the Call Option Notice. (d) The closing of the sale and purchase of the Callable Shares pursuant to the exercise of the Call Option shall occur no later than the later of (i) the thirtieth (30th) day after the date of determination of the Call Price pursuant to Section 12.3(c) and (ii) five (5) Business Days after all required approvals from Governmental Authorities in connection with such purchase and sale of Shares shall have been obtained. The purchase and sale of the Callable Shares will be effected on the following terms: (A) the Callable Shares will be sold free from all Liens and Third Party rights, together with all rights of any nature attaching to them, including all rights to any dividends or other distributions declared, paid, or made after the date of the Call Option Notice; (B) the Exiting Shareholder shall deliver to the Calling Shareholder duly executed transfer(s) in favor of such Calling Shareholder or as it may direct, together with, if appropriate, any certificate(s) for the Callable Shares and a certified copy of any authority under which such transfer(s) is(are) executed; (C) against delivery of the transfer(s), the Calling Shareholder shall pay the consideration for the Callable Shares to the Exiting Shareholder in immediately available funds for value on the date of the applicable closing (subject to applicable deductions and withholdings under Law); (D) the Company shall, and the Shareholders shall take all required action to cause the Company to, register the relevant transfer or transfers in the name of the Calling Shareholder or as it may direct; (E) the Exiting Shareholder shall do all such other things and execute all other documents (including any deed) as the Calling Shareholder may reasonably request to give effect to the sale and purchase of the Callable Shares; and (F) if requested by the Calling Shareholder, the Exiting Shareholder shall ensure that all the Directors and Officers appointed by the Exiting Shareholder resign and release any claims such Director or Officer may have against the Company or the Calling Shareholder, and their respective Affiliates, in relation to the cessation of office as a Director or Officer or otherwise. (e) To the extent that the Exiting Shareholder fails or refuses to Transfer the Callable Shares to the Calling Shareholder pursuant to Section 12.3, the Company shall have all power to do so (and any actions taken by the Company for purposes of this Section 4.2 12.3 shall cease to be effective upon not require the occurrence of a Sale Transaction in connection with which all participation or affirmative vote of the Units are cancelled in exchange for cash proceedsExiting Shareholder or any of the Directors designated by it).

Call Option. 15.1 With effect from the Part A Closing Date, the Seller hereby irrevocably grants to the Purchaser an option (awhich the Purchaser hereby accepts) If Executive’s employment with to oblige the Employer Seller to sell (who shall be so obliged), as one indivisible transaction, all, but not part of, the Escrow Shares, to the Purchaser for an aggregate purchase consideration of R1 (one rand) ("Call Option Price") on the terms and its Affiliates subject to the conditions set out in this clause 15 ("Call Option"). 15.2 No consideration is terminated payable by the Employer or its Affiliates Purchaser to the Seller for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in granting of the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group . 15.3 The Purchaser shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires entitled to exercise the Call Option pursuant to this Section 4.2if - 15.3.1 the Part B Condition Precedent contained in clause 5.1.1 is fulfilled but the Part B Condition Precedent contained in clause 5.1.2 is not fulfilled in accordance with the provisions of clause 5, other than as a consequence of a VMR Prejudicial Act as envisaged in clause 14.3.1; or 15.3.2 the Aggregator shall send Part B Condition Precedent contained in clause 5.1.1 is not fulfilled or waived in accordance with the provisions of clause 5, other than as a consequence of a VMR Prejudicial Act as envisaged in clause 14.4.1; or 15.3.3 during the Interim Period the Part B Condition Precedent contained in clause 5.1.1 fails, other than as a consequence of a VMR Prejudicial Act as envisaged in clause 14.5, by delivering a written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof Seller (the “"Call Notice”). Subject to ") within the provisions of Section 57 (seven) business day period specified in clauses14.3.2, 14.3.3, 14.4.2, 14.4.3 or 14.5, as the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoingcase may be, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to failing which the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one lapse. 15.4 For the avoidance of the Blackstone Limited Partnerdoubt, the Carlyle Limited Partner, and Call Option shall not have been exercised if it is not exercised in accordance with the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 clause 15. 15.5 The Call Option Price shall cease be paid by the Purchaser to be effective upon the occurrence of a Sale Transaction in connection with which all Seller, into the Seller's Designated Account, against release of the Units Escrow Shares to the Purchaser. 15.6 Upon exercise of the Call Option, the Seller hereby agrees to sell the Escrow Shares to the Purchaser, which hereby agrees to purchase the Escrow Shares. 15.7 Any securities transfer tax payable in respect of the transfer of the Escrow Shares shall be borne and paid by the Purchaser, save where the Call Option is exercised in circumstances where a DRD Prejudicial Act has occurred, in which case any securities transfer tax payable in respect of the transfer of the Escrow Shares shall be borne and paid by the Seller. 15.8 Each of the Purchaser and the Seller hereby undertake, at their own cost and expense, to sign all such documents and do all such things as may be reasonably required to give effect to the sale of the Escrow Shares as envisaged in this clause 15. 15.9 The sale of the Escrow Shares which arises as a result of the Purchaser exercising the Call Option, will be subject to the condition precedent that all approvals required by law to give effect thereto or to the implementation of the transaction contemplated thereby, are cancelled obtained at the cost of the Purchaser. The Parties undertake to do all things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and reasonably necessary for obtaining any regulatory approval. 16.1 Subject to the fulfilment, waiver or deemed waiver, as the case may be, of the Part B Conditions Precedent in exchange for cash proceedsaccordance with the provisions of clause 5, the Seller hereby sells to the Purchaser, which hereby purchases the Sale Shares, as one indivisible transaction, against settlement of the Sale Shares Purchase Consideration on the Part B Closing Date. 16.2 Notwithstanding the Signature Date and the Part A Closing Date all risk in and all benefit attaching to the Sale Shares will, against settlement of the Sale Shares Purchase Consideration, pass to the Purchaser on the Part B Closing Date. The Sale Shares Purchase Consideration shall be an aggregate of R1 (one rand). 18

Call Option. (a) If ExecutiveUpon any termination of a Class B Member’s employment with the Employer Company and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationsubsidiaries, the Aggregator Company shall have the rightright to purchase (to the extent not forfeited as the result of such termination of employment) all of the Vested Class B Units that are then held by such individual or originally issued to such individual but held by one or more Class B Permitted Transferees of such individual (such Units, for 12 months followingcollectively, the “Call Units”; the Class B Member and such Class B Permitted Transferees, if any, collectively, the “Call Group”) at a purchase price equal to the Fair Market Value of the Call Units calculated as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct termination of employment (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”); provided, and each member however, that in the event the Call Option is exercised following the Class B Member’s voluntary termination of Executive’s Group employment, the purchase price shall be required to sell to the Aggregator, all or any portion 80% of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured the Call Units calculated as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Unitsof termination of employment. (b) If the Aggregator desires to exercise the Any Call Option pursuant to this Section 4.2, the Aggregator shall send may be exercised by delivery of written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”) to the Call Group not later than the 180th day after the effectiveness of the applicable termination of employment (the “Call Option Exercise Period”). Subject The Call Notice shall state that the Company has elected to exercise the Call Option, set forth the number of Call Units with respect to which the Call Option is being exercised and the Fair Market Value of such Call Units as determined by the Board of Managers in its discretion. (c) The Company may pay the purchase price for the Call Units, at its sole option, in (x) cash or (y) by delivery of an unsecured subordinated promissory note (a “Call Unit Promissory Note”), in an aggregate principal amount equal to the provisions balance of such purchase price, that will: (i) be due and payable on the second anniversary of the date of issuance, or such longer period as may be agreed between the Company and the Call Group; (ii) will accrue interest at a rate equal to the Prime Rate plus two percent that is payable in cash annually in arrears; (iii) not be entitled to the payment of any principal or interest until the payment in full of other notes, if any, that, prior to the issuance of such note, were issued to any members of any other Call Group pursuant to this Section 54.8; (iv) subject to the preceding clause (iii), permit the Company the right, but not the obligation, to prepay without penalty, in whole or in part, at any time or from time to time, all outstanding obligations under such note; (v) become due and payable in full upon the Equity Incentive Distribution Event; and (vi) be subordinated in right of payment to all Senior Debt of the Company. (d) The closing of the any purchase and sale of Call Units pursuant to this Section 4.8 shall take place as soon as reasonably practicable and in no event later than the later to occur of (i) thirty days after termination of the Call Option Exercise Period and (ii) if relevant, the determination of the Fair Market Value of such Call Units pursuant to Section 4.8(f), at the principal office of the Aggregator on Company, or at such other time and location as the parties to such purchase may mutually agree in writing. (e) At the closing of any purchase and sale of Call Units following the exercise of any Call Option, the members of the Call Group shall deliver to the Company (i) instruments of transfer satisfactory to the Company to evidence the Transfer to the Company of such Call Units free and clear of any lien, charge, claim or encumbrance, and the Company shall deliver to the Call Group the purchase price for the Call Units in cash or a date specified Call Unit Promissory Note pursuant to Section 4.8(c) and (ii) a release of claims in a form satisfactory to the Company. The delivery of the instruments representing the Transfer of the Call Units pursuant to any Call Option shall include representations and warranties by the Aggregator not later than applicable transferor that: (i) the 30th day after transferor has full right, title and interest in and to such Call Units; (ii) the giving transferor has all necessary power and authority and has taken all necessary action to sell such Call Units as contemplated; (iii) such Call Units are free and clear of any and all liens, charges, claims or encumbrances; and (iv) there is no adverse claim with respect to such Call Units. (f) If the Company exercises the Call Option and the Call Group, by written notice to the Company received within 10 Business Days following delivery to the Call Group of the Call Notice, disagrees with the Fair Market Value specified in such Call Notice, then the Fair Market Value of the applicable Call Units will be determined by an appraisal (an “Outside Appraisal”) made by one qualified person (which can be an accounting firm or an investment banking firm) having substantial experience in the valuation of similar equity interests in the United States and that is mutually agreeable to the Company and the Call Group (the “Appraiser”). Notwithstanding The Company and the foregoingCall Group shall mutually agree on such Appraiser within thirty days of the Company’s receipt of the Call Group’s written notice provided for in the first sentence of this Section 4.8(f). The Company shall bear 100% of the fees, costs and expenses of the Appraiser, unless the Appraiser’s determination of the Fair Market Value of the Call Units is less than or equal to 110% of the Fair Market Value set by the Board of Managers, in which case 100% of the fees, costs and expenses of the Appraiser will be borne by the Call Group. The Call Group will not be entitled to an Outside Appraisal if the Aggregator elects not to exercise Fair Market Value of the Call Option pursuant to this Section 4.2 (or elects to exercise Units specified in the Call Option with respect Notice was based on a determination by a third party having substantial experience in the valuation of similar equity interests in the United States during the six months preceding the date of termination of employment giving rise to less the exercise of the Call Option. If, on or before the 180th day following the closing of a purchase and sale of Call Units following a termination of employment by the Company or any of its subsidiaries for any reason other than all Units)Cause, the Blackstone Limited Partner, the Carlyle Limited Partner, Equity Incentive Distribution Event occurs and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on consideration that would have been paid in the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase UnitsClass B Hypothetical Payout is higher than the Class B Option Price, and then the provisions herein with respect Company shall pay the Class B Make-Whole amount to the Call Option shall be deemed Group within 10 Business Days following the payments or distributions to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one the Class B Members (who are employees at the time of the Blackstone Limited PartnerEquity Incentive Distribution Event) in respect of the Equity Incentive Distribution Event. For the avoidance of doubt, the Carlyle Limited Partner, and Class B Make-Whole amount will not be paid in the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence event of a Sale Transaction voluntary termination of employment by the Class B Member or in connection with which all the event of a termination of the Units are cancelled in exchange for cash proceedsClass B Member’s employment due to death or disability.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of At any time following (i) the Termination Date or third (3rd) anniversary of the Effective Date, (ii) a ▇▇▇▇▇▇ Estate Trigger Date, or (iii) the date of such violation or conduct (orCall Trigger Date, if later▇▇▇▇▇ shall have the option, but not the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send deliver written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”) to the ▇▇▇▇▇▇ Members of ▇▇▇▇▇’▇ exercise of its right to purchase the ▇▇▇▇▇▇ Members’ entire Interest in the Company (the “Called Interest”). Subject The Called Interest shall be deemed to include the Interests of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇. (b) The purchase price of the Called Interest (the “Call Price”) shall be determined by multiplying (i) the Percentage Share of the Called Interest, times (ii) the Fair Market Value of the Company as a whole determined as of the date of the Call Notice as if (A) the assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Company in connection with the purchase of the Called Interest); and (C) the net proceeds were distributed to the provisions Members in complete liquidation of Section 5the Company; provided, that, the closing amount of any Member Loan owed by the holder of the purchase Called Interest to ▇▇▇▇▇ shall take place at be deducted from the principal office Call Price, as shall any undisputed Losses for which ▇▇▇▇▇ has not been indemnified, provided that the amount of any claimed Losses for which ▇▇▇▇▇ has not been indemnified which is disputed shall be escrowed pending entry of a final arbitral award or the Aggregator on final judgment of a date specified by court of competent jurisdiction. In the Aggregator not later than event that ▇▇▇▇▇ and ▇▇▇▇▇▇ are unable to agree upon the 30th day Fair Market Value within thirty (30) days after the giving date of the Call Notice. Notwithstanding , then the foregoingFair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”): (i) Promptly following the expiration of the foregoing thirty (30) day period, if ▇▇▇▇▇ and ▇▇▇▇▇▇ (for purposes of this Section 8.7, the Aggregator elects not “Call Members”) shall use commercially reasonable efforts to exercise agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof. (ii) Within ten (10) days of the appointment of the Arbitrator, the Call Option pursuant Members shall each separately submit to this Section 4.2 the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. After the submission of any Proposed FMV, no Call Member may make any additions, deletions, or elects changes in such Proposed FMV. If either Call Member fails to exercise submit its Proposed FMV to the Call Option arbitrator within such time period, time being of the essence with respect to less than all Units)thereto, the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option Member shall be deemed to apply have irrevocably waived its right to such applicable Limited Partner(s) mutatis mutandis. If more than one submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of the Blackstone Limited Partner, submitting Party as the Carlyle Limited Partnerproper amount of the Fair Market Value of the Company, and the H&F Limited Partner shall so elect, then such electing Limited Partners Proposed FMV shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsdeemed the Arbitrated Fair Market Value. (ciii) The If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or ACTIVE 203377524v.3 otherwise modify the provisions of this Section 4.2 Agreement or Proposed FMVs submitted by the Call Members. The Arbitator’s determination of Arbitrated Fair Market Value shall cease to be effective binding upon the occurrence of a Sale Transaction in connection with which all Call Members, and such Arbitrated Fair Market Value shall be used for the calculation of the Units are cancelled in exchange for cash proceedsCall Price.

Call Option. (a) If Executive’s employment with the Employer At any time, and its Affiliates is terminated by the Employer from time to time, on or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationafter December 11, the Aggregator 2022, but prior to June 11, 2026, NEP Member shall have the right, for 12 months following, as applicable, each of (i) but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b)acquire, the “Call Option”), and each member of Executive’s Group shall be required to sell subject to the Aggregatorlimitations and requirements of this Section 7.02, all or any portion of the Common outstanding Class B Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price that results in an Internal Rate of Return per Class B Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option purchased pursuant to this Section 4.27.02, measured from the Aggregator shall send written notice Effective Date to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof Call Option Closing Date (the “Call NoticeOption Purchase Price”). Subject to , upon the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice 7.02 (the “Call Option”), of (i) eight and thirty-two hundredths of a percent (8.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%) on each member Class B Unit acquired upon the exercise of Executive’s Group such Call Option, for any Call Option Closing Date that occurs on or after the Flip Date (provided, however, that the Internal Rate of its intention Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to purchase Unitsthe applicable Call Option Closing Date, and the provisions herein and, with respect to the period from the Effective Date to the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be deemed either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to apply be purchased requests in writing, not less than three (3) Business Days prior to such the applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited PartnerCall Option Closing Date, the Carlyle Limited Partnerissuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02, and the H&F Limited Partner shall so electrespective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, then such electing Limited Partners however, that NEP Member may issue a maximum of (A) three (3) Call Option Notices in any calendar year and (B) one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be entitled delivered to participate the Class B Members at least seven (7) Business Days and no more than ten (10) Business Days in advance of the Call Option Closing Date and shall be irrevocable. Delivery of the initial Call Option Notice may be made prior to the first date on a pro-rata basiswhich NEP Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, proportionate no Call Option Closing shall occur prior to their then-current ownership December 11, 2022). No Call Option Notice may be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year (or any other expected public announcement of earnings or other “blackout period” under NEP Member’s trading policies that are applicable to all holders of NEP Common Units). (c) The provisions following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued, (i) for a number of Class B Units that is less than eight percent (8%) of the Class B Units outstanding on the date of the applicable Call Option Notice; and (ii) if, and to the extent that, as a result of such exercise, on the applicable Call Option Closing Date, the holders of Class B Units other than the NEP Class B Parties would own less than sixteen percent (16%) of the Class B Units then outstanding, unless, in the case of this clause (ii), the exercise of such Call Option is for the purchase of all remaining Class B Units not held by the NEP Class B Parties; and (ii) the aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, shall be no more than: (A) from December 11, 2022, but prior to June 11, 2023, ten percent (10%) of the total number of outstanding Class B Units; (B) from June 11, 2023, but prior to December 11, 2023, twenty-five percent (25%) of the total number of outstanding Class B Units; (C) from December 11, 2023, but prior to June 11, 2024, fifty percent (50%) of the total number of outstanding Class B Units; (D) from June 11, 2024, but prior to December 11, 2024, seventy-five percent (75%) of the total number of outstanding Class B Units; and (E) from December 11, 2024, but prior to June 11, 2026, one hundred percent (100%) of the total number of outstanding Class B Units. (d) Non-Voting NEP Common Units (or, if requested pursuant to Section 4.2 7.02(b), NEP Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) the Registration Rights Agreement is in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Limited Partnership Agreement; (iii) NEP shall cease have filed a registration statement with the SEC registering the resale of the NEP Common Units into which the Non-Voting NEP Common Units issued at such Call Option Closing are convertible, and such registration shall have been declared effective by the SEC, and no stop order shall have been issued with respect thereto; (iv) (A) none of NEP or its Affiliates has knowledge of previously undisclosed material events or developments that NEP or such Affiliate would be obligated to disclose publicly, under applicable Law or the rules of the National Securities Exchange on which the NEP Common Units are listed, if NEP or such Affiliate were offering and selling NEP Common Units (or other publicly traded securities), the disclosure of which would reasonably be expected to negatively affect the trading price of NEP Common Units on the applicable National Securities Exchange; and (B) NEP (or its Affiliates) shall have publicly disclosed any material events or developments that would reasonably be expected to negatively affect the trading price of NEP Common Units on the applicable National Securities Exchange at least one (1) full Trading Day (on which NEP Common Units traded on the applicable National Securities Exchange without stop or interruption) prior to the issuance of any Call Option Notice; (v) in any exercise of the Call Option, the aggregate number of NEP Common Units and Non-Voting NEP Common Units that will be issued to holders of Class B Units at the applicable Call Option Closing, together with all NEP Common Units and Non-Voting NEP Common Units issued in all prior exercises of the Call Option, shall be no more than twenty-two and one half percent (22.5%) of the total number of outstanding NEP Common Units on a Fully Diluted Basis (including any NEP Common Units to be effective upon issued at the occurrence applicable Call Option Closing); and (vi) on such Call Option Closing Date, there being no Call Option Cash Shortfall. (e) NEP Member may pay any Call Option Purchase Price, at its option (subject to Section 7.02(d) above), in either cash, Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units); provided, however, that the holder of Class B Units to be purchased shall be entitled to require, by written notice delivered to NEP Member not less than three (3) Business Days prior to the applicable Call Option Closing Date, that up to thirty percent (30%) of the Call Option Purchase Price payable at such Call Option Closing consist of cash (the “Call Option Cash Consideration”). Any NEP Common Units or Non-Voting NEP Common Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the date of the Call Option Notice and (ii) the listed price of a Sale Transaction NEP Common Unit as of the end of trading on the date of the Call Option Notice. (f) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than those created by this Agreement or securities Laws), to NEP Member or its nominee; (ii) NEP Member or its nominee will pay the cash portion of the Call Option Purchase Price to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds; and (iii) NEP shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) to the Class B Members, and, in connection therewith, NEP shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such NEP Common Units or Non-Voting NEP Common Units, as the case may be, to such Class B Members (or the Margin Loan Borrower as their nominee or such other nominee(s)); provided, however, that the Call Option Closing Date may be delayed by written notice to NEP Member from the Class B Member Representative (on behalf of the Class B Members), for a period of up to, but not exceeding, seven (7) Business Days solely to the extent there is an Issuer Trading Suspension (as defined in the Margin Loan Agreement) or a Facility Adjustment Event (as defined in the Margin Loan Agreement) that exists or will exist on such Call Option Closing Date. No fractional NEP Common Units or Non-Voting NEP Common Units, as the case may be, will be issued. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the Effective Date until the date of the actual Call Option Closing. (g) Each Class B Member hereby agrees that, in connection with which the Call Option Closing, such Class B Member (or its Affiliates) shall borrow under the Margin Loan Agreement the maximum amount available thereunder (subject to the terms and conditions of the Margin Loan, including, for the avoidance of doubt, the LTV Initial Level), and shall use such borrowings, together with any Call Option Cash Consideration and all other cash on hand and all Cash Equivalents of the Class B Member, to repay, all of such Class B Member’s then outstanding Indebtedness under the Credit Agreement (including any breakage costs, termination fees, or other payments that would be due or payable thereunder) and all other Indebtedness required to be repaid as a result of the exercise of such Call Option, in each case, pursuant to which the Class B Units being acquired pursuant to the exercise of such Call Option are Encumbered (other than Indebtedness incurred pursuant to the Margin Loan Agreement (which, for the avoidance of doubt, shall not be secured by Encumbrances on any Class B Units)). To the extent it is determined that the net proceeds from the Margin Loan Agreement, together with any Call Option Cash Consideration (net of any deductions or withholdings therefrom pursuant to Section 7.02(l)) and any other cash on hand and Cash Equivalents of the Class B Member, are insufficient to repay in full all Indebtedness of the Class B Member and any other Indebtedness pursuant to which such Class B Units are cancelled Encumbered required to be repaid as a result of the exercise of such Call Option, plus the amounts required to be paid by the Class B Member constituting amounts owed by the Class B Member as termination payments and unpaid amounts under any swap, cap, forward, future, or other derivative transaction entered into in exchange connection with the hedging of interest rates under the Credit Agreement, and minus amounts required to be paid to the Class B Member constituting amounts owed by the counterparty under any such swap, cap, forward, future, or other derivative transaction as termination payments and unpaid amounts under any such swap, cap, forward, future, or other derivative transaction (such deficiency, a “Call Option Cash Shortfall”), then the Class B Members shall use reasonable best efforts to obtain Qualifying Financing in an amount required to remedy the Call Option Cash Shortfall as promptly as practicable. The Members agree that, until the Credit Agreement Payment In Full, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall. If there is a Call Option Cash Shortfall and the applicable Class B Members are unable, using reasonable best efforts, to secure Qualifying Financing or refinance the existing Margin Loan with a Qualifying Financing or otherwise remedy the Call Option Cash Shortfall by the Call Option Closing Date, then the applicable Call Option Closing shall automatically be delayed for cash proceedsa period of at least five (5) Business Days until such date as the Class B Members obtain such additional or replacement financing to remedy the Call Option Cash Shortfall or there otherwise would no longer be a Call Option Cash Shortfall associated with the exercise of such Call Option; provided, however, that at the applicable Call Option Closing (if any) following the end of such delay, (i) the Call Option Purchase Price shall be calculated from the Effective Date to the date on which such Call Option Closing actually occurs, and (ii) the Issuance Price of the NEP Common Units and Non-Voting NEP Common Units, if any, to be issued as payment (or partial payment) of the applicable Call Option Purchase Price shall be the price set forth in the original Call Option Notice. If the Call Option Closing is delayed for more than ten (10) Business Days in connection with the preceding sentence, then the NEP Member and applicable Class B Members shall work in good faith to remedy the applicable Call Option Cash Shortfall (provided that the foregoing shall not require the Class B Members to take any actions to remedy such Call Option Cash Shortfall other than seeking additional or replacement financing in accordance with this Section 7.02(g)). If the NEP Member and Class B Members are unable to remedy the applicable Call Option Cash Shortfall within twenty (20) Business Days thereafter, then the applicable Call Option Notice shall be deemed revoked. If the Class B Members are able to obtain Qualifying Financing in an amount sufficient to remedy the Call Option Cash Shortfall, then (1) the Class B Member Representative shall promptly deliver written notice thereof to NEP Member, and (2) the Call Option Closing shall occur as promptly thereafter as practicable. (h) Following consummation of the Call Option pursuan

Call Option. 2.01 In consideration of payment by Mr. Su of HK$1.00 to Huachen, Huachen hereby irrevocably grants to Mr. Su the right to purchase all or part of the Option Shares at any time during the Option Period (a) If Executive’s employment with the Employer and its Affiliates is terminated by "CALL OPTION"). Upon the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event expiry of a Restrictive Covenant Violationsuch Option Period, the Aggregator Call Option shall have lapse if not previously exercised. 2.02 The Call Option shall be exercised by Mr. Su serving on Huachen written notice (the right, for 12 months following, as applicable, each "CALL OPTION NOTICE") of (i) his wish to exercise the Termination Date or (ii) same. The Call Option Notice shall specify the date number of such violation or conduct (or, if later, the date on Shares in respect of which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), option is exercised and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less revocable by Mr. Su otherwise than zero. Except as provided with the consent in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Unitswriting of Huachen. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase 2.03 The price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the at which such purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one HK$0.95 per Share (the "EXERCISE PRICE"). 2.04 Completion of the Blackstone Limited Partnerpurchase pursuant to a Call Option Notice shall take place on the date falling 2 days after the date of receipt by Huachen of the relevant Call Option Notice from Mr. Su (or such other date as the Parties may agree in writing) (the "OPTION COMPLETION DATE") at the offices of Baker & McKenzie at 14th Floor, Hutchison House, 10 Harcourt Ro▇▇, ▇ong ▇▇▇▇ (▇r at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ Parties may agree in writing) when all (but not some) of the Carlyle Limited Partner, and the H&F Limited Partner matters contained in this Clause 2.04 shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units.occur: (ca) The provisions Mr. Su shall pay to Huachen: (i) the amount obtained by multiplying the number of this Section 4.2 shall cease to be effective upon Shares in respect of which the occurrence of a Sale Transaction option is exercised (as specified in connection with which all the Call Option Notice) (the "RELEVANT Shares") by the Exercise Price (the "RELEVANT SUM"); or (ii) if he so elects, 10% of the Units are cancelled Relevant Sum; and (b) Huachen shall, subject to compliance by Mr. Su of his obligation under Clause 2.04(a), deliver to Mr. Su duly executed instruments of transfer and sold notes in exchange for cash proceedsrespect of the Relevant Shares in favour of Mr. Su accompanied by the relevant share certificate(s).

Call Option. (a) If Executive’s employment with the Employer Each PSU and its Affiliates is terminated by the Employer or its Affiliates for Cause MKA hereby grants to NGIL an option (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required ) to sell to the Aggregator, purchase all or any portion (but not some) of the Common Units and Vested Incentive Units then Shares held by such member each of Executive’s Group them (the “Option Shares”) at a purchase price per Unit equal to the lesser of Option Price (as defined in Clause 9.3(e)) which NGIL may exercise upon: (i) Fair Market Value PSU or MKA having committed any Event of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and Default; or (ii) Cost; providedthe Aries Time Charter and/or the Pluto Time Charter with the Time Charterer is terminated, that such cancelled, suspended or ceases to be in full force and effect for any reason whatsoever and on the exercise of the Call Option, PSU and/or MKA shall become bound to sell and the NGIL shall become bound to purchase price shall not be less than zero. Except as provided the Call Shares in this Section 4.2(aaccordance with Clause 9.3(c), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires Once lodged, a notice to exercise given under Clause 9.3(a) shall be irrevocable save with the consent in writing of the other party. (c) Completion of the sale and purchase of the Option Shares pursuant to the exercise of the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal registered office of the Aggregator Company (or such other location as the parties may agree) on a the date specified in the exercise notice given in accordance with Clause 9.3(a) when: (i) the transferee shall pay or procure the payment of the Option Price to transferor; (ii) the transferor shall deliver to the transferee a transfer instrument in respect of the Option Shares duly executed in favour of transferee together (where appropriate) with the original share certificate(s) if any representing the Option Shares in the name of the transferor; and (iii) subject to the payment by the Aggregator not later than the 30th day after the giving transferee of the Call Notice. Notwithstanding requisite amount of any stamp or transfer duty that is payable, the foregoing, if the Aggregator elects not transferor shall use its reasonable endeavours (subject to exercise the Call Option pursuant due completion) to this Section 4.2 procure that transferee (or elects to exercise its nominee) shall be registered as the Call holder of the Option with Shares without delay and a share certificate in respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect thereof shall be delivered to the Call transferee (or its nominee). (d) If the transferor makes default in transferring the Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one Shares following the exercise of the Blackstone Limited Partner, relevant Option: (i) the Carlyle Limited Partner, and directors of the H&F Limited Partner shall so elect, then such electing Limited Partners Company shall be entitled to participate receive and give a good discharge for the Option Price on behalf of the transferor; (ii) the transferor in each case hereby irrevocably, and by way of security for the performance of the transferor’s obligations under this Clause 9.3, appoints such person as the transferee shall nominate in writing as the transferor’s attorney to execute on transferor’s behalf a pro-rata basistransfer or transfers of the Option Shares in favour of the transferee (or as the transferee may direct) and such other documents as may be necessary to transfer title to the Option Shares to the transferee (or as the transferee may direct); and (iii) the transferor hereby authorises the directors of the Company to approve the registration of such transfer or transfers or other documents, proportionate PROVIDED That the provisions of this Clause 9.3(d) shall not apply where the transferee has failed to their then-current ownership tender payment for the Option Shares or to comply with any of Unitsits obligations under this Clause 9.3. (ce) The provisions For the purposes of this Section 4.2 Clause 9.3, the “Option Price” shall cease to be effective upon mean the occurrence of a Sale Transaction in connection with which all amount of the Units are cancelled Equity Loan then outstanding from PSU or MKA (as the case may be) to FFPL and in exchange for cash proceedsthe event that the Equity Loan has been fully paid by PSU or MKA (as the case may be), the Option Price shall be US$1.00.

Call Option. (a) If Executive’s employment with the Employer 4.1 MEC hereby purchases and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, acquires from each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”)▇▇▇▇▇▇▇▇▇ LLCs, and each member of Executive’s Group the ▇▇▇▇▇▇▇▇▇ LLCs hereby grants to MEC (and any wholly-owned subsidiary of MEC designated by MEC in writing), an exclusive, irrevocable option (the "Call Option") to acquire all of the Option Shares from the ▇▇▇▇▇▇▇▇▇ LLCs pursuant to the terms and conditions of this Agreement. 4.2 Simultaneously with the execution of this Agreement, MEC shall pay the Option Grant Payment by wire transfer of immediately available funds to the account(s) designated by each of the ▇▇▇▇▇▇▇▇▇ LLCs in Section 14.10. The Option Grant Payment shall be required to sell to allocable between the Aggregator, all or any portion of PRAI Option Shares and the Common Units LRAI Option Shares and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to between ▇▇▇▇▇▇ LLC and ▇▇▇▇▇ LLC on the lesser of (i) Fair Market Value of such Unit (measured as of the date basis set forth on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive UnitsSchedule 3.3. (b) If 4.3 Provided that the Aggregator desires to exercise ▇▇▇▇▇▇ LLC Put Option and/or the Call ▇▇▇▇▇ LLC Put Option has not been exercised pursuant to this Section 4.23 above, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to MEC may exercise the Call Option with respect to all (but not less than all Unitsall) of the Option Shares not previously purchased by MEC pursuant to Section 3 above, on a one-time basis, at any time beginning on the fourth (4th) annual anniversary date of this Agreement and ending on the Expiration Date, by giving written notice thereof (which notice shall include a calculation of the then current ▇▇▇▇▇▇ LLC Option Exercise Price and/or the then current ▇▇▇▇▇ LLC Option Exercise Price, as applicable, and if provided on a day other than an annual anniversary date of this Agreement, shall include evidence of a wire transfer of immediately available funds to the account(s) designated in the ▇▇▇▇▇▇ LLC Letter of Credit and/or the ▇▇▇▇▇ LLC Letter of Credit, as applicable, of the Partial Year Interest allocable to ▇▇▇▇▇▇ LLC and/or ▇▇▇▇▇ LLC, as applicable), to the ▇▇▇▇▇▇▇▇▇ LLCs (or solely to ▇▇▇▇▇▇ LLC if ▇▇▇▇▇ LLC has previously exercised the ▇▇▇▇▇ LLC Put Option or if notice is being provided pursuant to subsection (ii) of this Section 4.3), the Blackstone Limited PartnerEscrow Agent and the Issuer (the "MEC Exercise Notice"); PROVIDED, HOWEVER, that (i) if ▇▇▇▇▇▇ is terminated for "Good Cause" as defined in the Carlyle Limited PartnerJAD Employment Agreement, and such "Good Cause" determination is either undisputed by ▇▇▇▇▇▇ or a court of competent jurisdiction has rendered a final, non-appealable judgment that "Good Cause" exists, MEC may immediately exercise the H&F Limited Partner Call Option with respect to all (but not less than all) of the Option Shares, regardless of whether such termination occurs prior to the fourth (4th) annual anniversary date of this Agreement, by giving the MEC Exercise Notice, or (ii) if ▇▇▇▇▇▇ resigns from his employment under the JAD Employment Agreement without "Good Reason," and such resignation without "Good Reason" is either undisputed by ▇▇▇▇▇▇ or a court of competent jurisdiction has rendered a final, non-appealable judgment that no "Good Reason" exists, MEC may elect immediately exercise the Call Option with respect to cause one all of its Affiliates the ▇▇▇▇▇▇ LLC Option Shares (but not the ▇▇▇▇▇ LLC Option Shares), regardless of whether such resignation occurs prior to the fourth (4th) annual anniversary date of this Agreement, by giving the MEC Exercise Notice, or another designee (iii) if (y) ▇▇▇▇▇ resigns from her employment under that certain Employment Agreement by and among ▇▇▇▇▇, MEC, LRAI, PRAI and LRALP of even date herewith without "Good Reason," and such resignation without "Good Reason" is either undisputed by ▇▇▇▇▇ or a court of competent jurisdiction has rendered a final, non-appealable judgment that no "Good Reason" exists and (z) the JAD Employment Agreement has been terminated (either by ▇▇▇▇▇▇ or Employer (as defined in the JAD Employment Agreement)) for any reason or is subsequently terminated (either by ▇▇▇▇▇▇ or Employer) for any reason, MEC may immediately exercise the Call Option with respect to purchase all of the ▇▇▇▇▇ LLC Option Shares, regardless of whether such Units resignation occurs prior to the fourth (4th) annual anniversary date of this Agreement, by giving the MEC Exercise Notice. 4.4 The Call Option Exercise Price shall be equal to Eighteen Million Three Hundred Twelve Thousand Six Hundred Fifty Dollars ($18,312,650.00) PLUS Interest thereon. The Call Option Exercise Price shall be allocated between the PRAI Option Shares and the LRAI Option Shares and between ▇▇▇▇▇▇ LLC and ▇▇▇▇▇ LLC on the same terms and conditions basis set forth on Schedule 3.3. The ▇▇▇▇▇▇ LLC Option Exercise Price shall be reduced by the amount of any claims of offset validly asserted by MEC against ▇▇▇▇▇▇ LLC in this accordance with Section 4.2 12.1 hereof. The ▇▇▇▇▇ LLC Option Exercise Price shall be reduced by providing written notice to each member the amount of Executive’s Group any claims of its intention to purchase Units, and offset validly asserted by MEC against ▇▇▇▇▇ LLC in accordance with Section 12.2 hereof. 4.4.1 (i) Within ten (10) days after receipt of the provisions herein MEC Exercise Notice with respect to the Call Option Shares owned by ▇▇▇▇▇▇ LLC in accordance with Section 4.3, ▇▇▇▇▇▇ LLC shall submit the ▇▇▇▇▇▇ LLC Letter of Credit and all ▇▇▇▇▇▇ LLC Interest Letters of Credit to the Issuer, and it is acknowledged that the Issuer shall immediately pay (by wire transfer of immediately available funds) the full amounts of the ▇▇▇▇▇▇ LLC Letter of Credit and the ▇▇▇▇▇▇ LLC Interest Letters of Credit to the account(s) designated in the ▇▇▇▇▇▇ LLC Letter of Credit and the ▇▇▇▇▇▇ LLC Interest Letters of Credit; PROVIDED, HOWEVER, if ▇▇▇▇▇▇ LLC fails to submit the ▇▇▇▇▇▇ LLC Letter of Credit and the ▇▇▇▇▇▇ LLC Interest Letters of Credit to the Issuer within ten (10) days after receipt of the MEC Exercise Notice, MEC may pay the ▇▇▇▇▇▇ LLC Option Exercise Price (as calculated by MEC) by wire transfer of immediately available funds to the account(s) designated in the ▇▇▇▇▇▇ LLC Letter of Credit and upon the Escrow Agent's receipt of such payment, the ▇▇▇▇▇▇ LLC Letter of Credit and the ▇▇▇▇▇▇ LLC Interest Letters of Credit shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsautomatically cancelled. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section Sections 4.2(b) and 4.2(c), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Vested Incentive Unit equal to the lesser of (ix) Fair Market Value of such Unit (measured as of the date on which of the election to purchase such units is delivered (the “Repurchase Notice Date”)) and (iiy) Cost; provided, that such purchase price shall not be less than zero. Except . (b) If Executive’s employment with the Employer and its Affiliates terminates for any reason other than as provided for in this Section 4.2(a), no Call Option the Aggregator shall exist with respect have the right, for 12 months following the Termination Date, to purchase, and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Vested Incentive Units then held by such member of Executive’s Common Units and Group at a purchase price per Vested Incentive UnitsUnit equal to Fair Market Value (measured as of the Repurchase Notice Date). (bc) In the event that Executive engages in a Competitive Business (as defined in Appendix A) at any time after Executive’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then the Aggregator shall have the right, for 12 months following the date of such engagement in a Competitive Business (or, if later, the date on which the General Partner has knowledge thereof), to purchase, and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). The Aggregator may elect to exercise its Call Option in Section 4.2(a) in lieu of this Section 4.2(c), to the extent applicable. (d) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Incentive Units, specifying the number and class of Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Incentive Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Incentive Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Incentive Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (ci) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceedsproceeds and (ii) the provisions of Sections 4.2(b) and 4.2(c) shall cease to be effective upon the occurrence of an initial Public Offering.

Call Option. (a) If Executive’s employment with At any time after the Employer third anniversary of the Closing until and its Affiliates is terminated by including the Employer or its Affiliates for Cause fifth anniversary of the Closing (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation"Call Period"), the Aggregator C&D shall have the right, for 12 months following, as applicable, each of right (ibut not the obligation) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with from the rights in Section 4.2(b), the “Call Option”)▇▇▇▇▇ Member, and each member of Executive’s Group the ▇▇▇▇▇ Member shall be required have the obligation to sell to the AggregatorC&D, all or any portion (but not less than all) of the Common Units and Vested Incentive Units then held by ▇▇▇▇▇ Member's Interests in the Company (such member of Executive’s Group at a right, the "Call Option") for an aggregate purchase price per Unit equal determined in accordance with paragraph (c) of this section. If C&D determines to exercise its Call Option, it shall deliver to the lesser of (i) Fair Market Value ▇▇▇▇▇ Member a notice of such Unit (measured as determination, which notice shall be binding and shall set forth the purchase price and other material terms of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except proposed sale as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive UnitsC&D may determine. (b) If At the Aggregator desires option of the ▇▇▇▇▇ Member, the purchase of the ▇▇▇▇▇ Member's Interests pursuant to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one structured so that C&D purchases the stock owned by ▇▇▇▇▇ Blockers Holdings of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units▇▇▇▇▇ Blockers. (c) The provisions purchase price for the ▇▇▇▇▇ Member's Interests (regardless of this Section 4.2 shall cease to be effective upon whether or not the occurrence of a Sale Transaction structure described in paragraph (b) is utilized) in connection with which all the exercise of the Units are cancelled Call Option (the "Call Exercise Price") shall be equal to fifty percent (50%) of the Fair Market Value of the Company at the time notice of exercise of the Call Option is delivered (the "Exercise Date"), as determined pursuant to the valuation procedure described in Section 10.5 hereof; provided, that the Call Exercise Price -------- payable by C&D shall be subject to the floors and caps set forth on Schedule IV attached hereto. (d) Following the exercise of the Call Option, the Members shall meet, exchange for cash proceedsdocuments and do all things necessary to conclude the closing of the sale of the ▇▇▇▇▇ Member's Interests to C&D as expeditiously as possible. The closing with respect to such sale shall occur at the New York offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at 10:00 a.m. on the thirtieth (30th) day (or if not a Business Day, on the next Business Day) following the final determination of the valuation of the Company pursuant to Section 10.5, or as soon thereafter as possible upon receipt or waiver of all appropriate consents and approvals with respect to the transaction.

Call Option. (A) This clause 17.3 shall apply if the Non-Defaulting Shareholder has issued a Call Option Notice in accordance with clause 17.2(E)(i) above. Any rights granted under this clause 17.3 to the Non-Defaulting Shareholder are additional to any rights the Non-Defaulting Shareholder has under clause 17.4. (B) Following the issuance of the Call Option Notice, the parties shall use all reasonable endeavours to determine or procure the determination of the Prescribed Value of the Specified Shares as soon as reasonably practicable after the giving of a Call Option Notice. (C) The Non-Defaulting Shareholder may revoke the Call Option Notice within 10 Business Days after the Prescribed Value of the Specified Shares has been determined. If the Call Option Notice is revoked, no further Call Option Notice may be served in respect of the same fact, matter or circumstances giving rise to the Event of Default. (D) If the Call Option Notice is not revoked, the transfer of the Specified Shares shall be: (i) solely conditional upon (a) If Executive’s employment the obtaining of any anti-trust approvals or consents, (b) the obtaining of any other regulatory approvals and consents, and (c) the obtaining of any shareholder and/or third party consents, in any case, as are mandatorily required by law or regulation in connection with the Employer and its Affiliates is terminated proposed acquisition of the Specified Shares by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with Non-Defaulting Shareholder and their sale by the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or Defaulting Shareholder; and (ii) completed in accordance with clause 18 (Completion of Transfers), after the determination of the Prescribed Value of the Specified Shares on the date of such violation or conduct being the later of: (or, if later, a) 10 Business Days after the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held conditions described in clause 17.3(D)(i) have been satisfied by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) CostNon-Defaulting Shareholder); provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units.and (b) If 10 Business Days after the Aggregator desires to exercise date of determination of the Prescribed Value of the relevant Shares, and, in any event, must have completed in accordance with clause 18 (Completion of Transfers) within 12 months from the date of the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (cE) The provisions of this Section 4.2 shall cease If, at any time prior to be effective upon the occurrence of a Sale Transaction in connection with which all completion of the Units are cancelled transfer of the Specified Shares, the relevant Event of Default is remedied to the reasonable satisfaction of the Non-Defaulting Shareholder (acting reasonably) then completion shall not occur and the rights of the Non-Defaulting Shareholder to call the Specified Shares shall be terminated in exchange for cash proceedsrespect of such Event of Default.

Call Option. (a) If Executive’s employment with At all times during the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant ViolationCall Period, the Aggregator Zoom shall have the right, for 12 months following, as applicable, each of provided that Zoom has not (i) sold, assigned or transferred any of its interests under the Termination Date Purchase Agreement, or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)failed to make and Additional Capital Contribution under Section 4.09 above beyond any applicable cure period, to purchase (together with from the rights in Section 4.2(b), the “Call Option”)Non-Zoom Members, and each member of Executive’s Group the Non-Zoom Members shall be required obligated to sell to Zoom, all, but not less than all, of the AggregatorNon-Zoom Members' collective Units (free and clear of all liens, encumbrances, and the like), including, but not limited to, all or any portion of the Common Units Non-Zoom Members' right, title and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal interest in and to the lesser Real Property, Leases, Tangible Personal Property, Intangible Personal Property, License Agreements and Earnest Money, under the Purchase ▇▇▇▇▇▇ent and the Second Amendment (the "Call"). If Zoom desires to exercise the Call, Zoom shall provide written notice to the Non-Zoom Members at least thirty (30) business days prior to the Call purchase date. In the event that the Call transaction has not closed by December 31, 2005 (other than as a result of (i) Fair Market Value of such Unit (measured as a default of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(aNon-Zoom Members), no all of Zoom's Call Option rights shall exist with respect to the Executive’s Common Units and Vested Incentive Unitsexpire. (b) If The purchase price for the Aggregator desires to exercise Non-Zoom Members' interest (the "Call Option pursuant to this Section 4.2, the Aggregator Price") shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof as follows: (the “Call Notice”). Subject to the provisions of Section 5, i) If the closing of the purchase shall take place at Call transaction occurs within one (1) year after the principal office Option Effective Date, an amount equal to the sum of (A) the Purchase Price (less, if applicable, the Closing Credit), plus any Investment Capital Contributions made from time to time by the Non-Zoom Members to the Company, plus the Non-Zoom Members' collective pro rata share of any undistributed net Profits of the Aggregator on a date specified Company (the "Non-Zoom Members' Net Profits") and (B) twenty percent (20%) of the Purchase Price (less, if applicable, the Closing Credit). For example, if the Purchase Price is $6,250,000.00 (including all closing costs, adjustments and credits), the total Investment Capital Contributions made by the Aggregator not later than Non-Zoom Members to the 30th day after Company are $500,000.00, and the giving Non-Zoom Members' Net Profits are $100,000.00, then the Call Option Price would be $8,100,000.00 ($6,250,000.00 + 1,250,000.00 + 100,000.00 + 500,000.00). (ii) If the closing of the Call Notice. Notwithstanding transaction occurs more than one (1) year after the foregoingOption Effective Date, an amount equal to the sum of (A) the Purchase Price (less, if applicable, the Aggregator elects not Closing Credit), plus any Investment Capital Contributions made from time to exercise time by the Non-Zoom Members to the Company, plus the Non-Zoom Members' Net Profits and (B) (x) twenty percent (20%) of the the Purchase Price (less, if applicable, the Closing Credit), multiplied by (y) a fraction, the numerator of which shall be the number of months from the Option Effective Date to the close of the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partnertransaction, and the H&F Limited Partner may elect to cause one denominator of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option which shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitstwelve (12). (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (ai) If Other than as set forth in the second sentence of Section 4(b)(vii), upon and following (A) a termination of the Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates Company for Cause or (or if Executive voluntarily resigns B) the termination of the Executive’s employment with for any reason (other than the Employer and its Affiliates when grounds Executive’s death) within one year following the date of this Agreement for Cause exist) any reason (or in the event of a Restrictive Covenant Violationno reason), the Aggregator Company shall have the right, for 12 months following, as applicable, each of right and option (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), but not the obligation, to purchase from the Executive (or his estate or permitted transferees) any or all of the shares of Company Common Stock or Company Preferred Stock, as the case may be, owned by the Executive; provided, that if the Executive is entitled to exercise his Put Right in accordance with Section 4(c) and each member he does exercise his Put Right, the provisions of Section 4(c) shall govern the repurchase of Shares by the Company. The purchase price (the “Call Price”) of the Company Common Stock or Company Preferred Stock, as the case may be, subject to purchase under this provision (the “Called Shares”) shall be (x) in the case of (A) a termination of the Executive’s Group shall be required to sell to employment by the Aggregator, all Company for Cause or any portion (B) the termination of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to employment for any reason (other than the lesser Executive’s death) within one year following the date of (i) this Agreement, the lower of the Company Common Initial Value or the Company Preferred Initial Value, as the case may be, of such Called Shares or the Fair Market Value of such Unit (measured as Called Shares on the date of the date on which the election to purchase such units is delivered applicable “Call Notice” (the “Repurchase Notice Date”) and as defined below). (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to The Company may exercise the Call Option pursuant by delivering or mailing to the Executive (or to his estate, if applicable), in accordance with Section 15 of this Section 4.2Agreement, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof exercise (the a “Call Notice”). Subject to The Call Notice shall specify the provisions of Section 5date thereof, the closing number of Called Shares and the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day Call Price. (iii) Within ten (10) days after the giving his receipt of the Call Notice, the Executive (or his estate) shall tender to the Company, at its principal office the certificate or certificates representing the Called Shares, duly endorsed in blank by the Executive (or his estate) or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the Company. Notwithstanding Upon its receipt of such shares, the foregoingCompany shall pay to the Executive the aggregate Call Price therefor, if in cash or by wire transfer of immediately available funds. (iv) The Company will be entitled to receive customary representations and warranties from the Aggregator elects Executive (or his estate) regarding the sale of the Called Shares pursuant to the exercise of the Call Option as may reasonably requested by the Company, including but not limited to the representation that the Executive has good and marketable title to the Called Shares to be transferred free and clear of all liens, claims and other encumbrances. (v) If the Company delivers a Call Notice, then from and after the time of delivery of the Call Notice, the Executive shall no longer have any rights as a holder of the Called Shares subject thereto (other than the right to receive payment of the Call Price as described above), and such Called Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Called Shares. (vi) Any Company Common Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of this Agreement, including the continuation of the Company’s right to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsOption. (cvii) The provisions This Section 4(b) is in addition to, and not in lieu of, any rights and obligations of the Executive and the Company in respect of the Shares contained in the “Stockholders Agreement” (as defined below). Notwithstanding the above, this Section 4.2 4(b) shall cease be ineffective as to be effective upon each Company Common Share on and following an IPO or any other event which causes the occurrence of a Sale Transaction in connection with Company Common Stock, or other securities for which all or substantially all of the Units are cancelled in exchange Company Common Stock may have been exchanged, to be or become listed for cash proceedstrading on or over an established securities market or established trading system.

Call Option. (a) If Executive’s employment with 5.2.1 Upon the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event occurrence of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each an Event of Default: (i) the Termination Date Shareholders who are not in Default (the "Non-Defaulting Shareholders") shall have the irrevocable right and option (the "Call Option") to purchase from the Defaulting Shareholder and the Defaulting Shareholder shall be required to sell, transfer and assign to the Non-Defaulting Shareholders all of the Shares held by the Defaulting Shareholder that are fully paid following the offset procedure described in Clause 3.4.1 (the "Call Shares") in accordance with the terms of this Clause 5.2; and (ii) all of the rights (but not the obligations) of the Defaulting Shareholder under this Agreement and By-laws which are not mandatorily granted to a shareholder under Mexican law shall immediately cease including, without limitation, the right to appoint members to the Board of Directors of the Corporation and the Defaulting Shareholder shall forthwith procure that all such Directors are removed from office and that such Directors, when offering their resignations to the Board of Directors, shall incorporate in their resignations an acknowledgement that they have no claims for loss of office or otherwise. All economic rights (such as the right to receive redemption proceeds and dividends) of the Defaulting Shareholder and contractual rights (such as the Pre-emptive Rights, Rights of First Offer and Tag-Along Rights) shall be deemed to have accrued to the Non-Defaulting Shareholders retroactively to the date of the Event of Default upon the final and definitive exercise of the Call Option or an arbitration award confirming the exercise of the Call Option and any amount payable pursuant to those economic rights shall be kept by the Corporation pending such final determination, and the Corporation shall be required to abstain from paying any amounts pursuant to such economic rights pending such final determination. 5.2.2 The Non-Defaulting Shareholders shall have the right and option to purchase Call Shares: (i) in proportion to the number of Shares of such Class respectively held by such Non-Defaulting Shareholders calculated as a proportion of all issued and outstanding Shares of the particular Class less the Defaulting Shareholder's Shares of such Class, adjusted to give pro forma effect to the subscription pursuant to the BCI Option, and if none of the Non-Defaulting Shareholders hold any Shares of a Class of the Call Shares, in proportion to the number of Equity Shares held by such Non-Defaulting Shareholders, adjusted to give pro forma effect to the subscription pursuant to the BCI Option (the "Call Proportionate Entitlement") or (ii) a number of Call Shares which is less than its Call Proportionate Entitlement; and (iii) any of the date Defaulting Shareholder's Shares of any Class, whether or not a Non-Defaulting Shareholder holds Shares of that Class, in excess of such violation or conduct (or, if later, the date on Call Proportionate Entitlement which the General Partner has actual knowledge thereof), a Non-Defaulting Shareholder desires to purchase (together the "Excess Call Shares") along with its Call Proportionate Entitlement provided that, solely for the rights in Section 4.2(b)purposes of this provision, until such time as the Allocable Shares are allocated between WorldTel and Holdco pursuant to the Trust Agreement, the “Call Option”), and each member of Executive’s Group Allocable Shares shall be required deemed to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then be held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value by Holdco, if (x) Holdco is a Non-Defaulting Shareholder and (y) Holdco elects to exercise its Call Option in full with respect to the percentage interest represented by such Allocable Shares, (ii) by WorldTel, if (xx) either one of the conditions set forth in (x) or (y) above is not met, and (yy) WorldTel is a Non-Defaulting Shareholder, or (iii) if neither (i) nor (ii) applies, by the Corporation (in effect, as if the Allocable Shares were not outstanding); and provided, further, that upon each exercise of a Call Option which requires the calculation of a Shareholder's Call Proportionate Entitlement (a) unless it is a Defaulting Shareholder, each of Holdco and WorldTel shall indicate, in its Purchase Notice for the exercise of its Call Option in respect of such Unit Call Proportionate Entitlement, its preferred position (measured as i) if it were deemed to hold the Allocable Shares, (ii) if the other Shareholder (excluding BCI) were deemed to hold the Allocable Shares, and (iii) if the Allocable Shares were deemed to belong to the Corporation; (b) unless it is a Defaulting Shareholder, BCI shall indicate, in its Purchase Notice required for the exercise of its Call Option in respect of such Call Proportionate Entitlement, its preferred position (i) if either Holdco or WorldTel were deemed to hold the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) Allocable Shares, and (ii) Costif the Allocable Shares were deemed to belong to the Corporation; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist and (c) with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2each Shareholder, the Aggregator shall send written notice to each member of Executive’s Group of preferred position indicated in its intention to purchase Units, specifying Purchase Notice that is consistent with the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing actual deemed status of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option Allocable Shares shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than the one of the Blackstone Limited Partner, the Carlyle Limited Partner, used and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsbinding upon such Shareholder. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with For the Employer and period from the Initial Closing Date until the date (the "Notice Deadline") which is the earlier of 394 days thereafter or the date that AIG Global Investment Group, Inc. ("AIGGIG") has transferred its direct or indirect ownership of any Membership Interests to AIG Highstar Capital, L.P., any fund controlled by AIG Highstar ▇▇ ▇▇, L.P., or the successor fund to AIG Highstar Capital, L.P. whose general partner has the same managing director as the general partner of AIG Highstar Capital, L.P., if AIGGIG or any of its Affiliates is terminated by the Employer desires to transfer, sell, assign, pledge, encumber, or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event otherwise directly dispose of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member its Membership Interest other than a Preferred Interest (an "Eligible Assignment") to any Person (other than an Affiliate of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; providedHighstar), that such purchase price Section 11.2 shall not be less than zero. Except as provided in applicable and such Eligible Assignment shall be governed by this Section 4.2(a11.3. In the event that AIGGIG or any of its Affiliates desires to effect an Eligible Assignment, AIGGIG or its applicable Affiliates (the "Assigning AIGGIG Member") shall first provide to DLJMB a written notice (the "Option Notice") on or prior to the Notice Deadline that describes the Membership Interest the Assigning AIGGIG Member proposes to Assign. For a period of sixty (60) days after delivery of the Option Notice (such period hereinafter referred to as the "First Option Period"), no Call DLJMB or its designee or designees shall have the exclusive right and option (the "First Option shall exist with respect Right"), by giving written notice of the exercise of such right and option to the Executive’s Common Units and Vested Incentive Units. Assigning AIGGIG Member, all other Members (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing who are not Affiliates of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all UnitsAssigning AIGGIG Member), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee Company, to purchase such Units on all, but not less than all, of the Membership Interest described in the Option Notice, upon the same terms and conditions set forth in this Section 4.2 by providing the Option Notice for the price determined as set forth in Part I of Schedule 11.3 hereto. (b) If DLJMB is unwilling to purchase the entire offered Membership Interest, the Assigning AIGGIG Member may treat the entire Membership Interest that is the subject of the Option Notice as not subscribed, in which case such Membership Interest may be Assigned as set forth below. If, prior to the expiration of the applicable Option Period, DLJMB has not provided written notice to each member of Executive’s Group of its intention election to purchase Unitsall of the Membership Interest described in the Option Notice, then the Assigning AIGGIG Member may, subject to Sections 11.1(b) and 11.1(c), at any time during the applicable Call Option Sale Period, Assign all, but not less than all, of the Membership Interest described in the Option Notice to any Person for a price and upon terms and conditions as the Assigning AIGGIG Member may determine. If the Assigning AIGGIG Member fails to consummate the sale of all of the Membership Interest described in the Option Notice prior to the expiration of the First Call Option Sale Period, then for a period of sixty (60) days after expiration of the First Call Option Sale Period (such period hereinafter referred to as the "Second Option Period"), DLJMB or its designee or designees shall have the exclusive right and option (the "Second Option Right"), by giving written notice of the exercise of such right and option to the Assigning AIGGIG Member, all other Members (who are not Affiliates of the Assigning AIGGIG Member), and the provisions herein with respect Company, to purchase all, but not less than all, of the Membership Interest described in the Option Notice, upon the same terms and conditions set forth in the Option Notice other than the price which shall be the Second Option Right Purchase Price. If the Assigning AIGGIG Member fails to consummate the sale of all of the Membership Interest described in the Option Notice prior to the expiration of the Second Call Option shall be deemed to apply to such applicable Limited Partner(sSale Period, then for a period of sixty (60) mutatis mutandis. If more than one days after expiration of the Blackstone Limited PartnerSecond Call Option Sale Period (such period hereinafter referred to as the "Third Option Period"), DLJMB or its designee or designees shall have the Carlyle Limited Partnerexclusive right and option (the "Third Option Right"), by giving written notice of the exercise of such right and option to the Assigning AIGGIG Member, all other Members (who are not Affiliates of the Assigning AIGGIG Member), and the H&F Limited Partner Company, to purchase all, but not less than all, of the Membership Interest described in the Option Notice, upon the same terms and conditions set forth in the Option Notice other than the price which shall so electbe the Third Option Right Purchase Price. If the Assigning AIGGIG Member fails to consummate the sale of all of the Membership Interest described in the Option Notice prior to the expiration of the Third Call Option Sale Period, then Section 11.2 shall become effective and no sale or other transfer of such electing Limited Partners Membership Interest may be made thereafter by the Assigning AIGGIG Member without complying with Section 11.2. Notwithstanding the foregoing provisions of this Section 11.3, AIGGIG or its Affiliates may pledge or grant a security interest in all or a portion of its Membership Interest to a third party non-Affiliate in connection with a bona fide financing (or to a third party non-Affiliate in connection with one or more bona fide refinancings thereof); provided, however, that any subsequent Transfer of a Membership Interest so pledged or in which a security interest is so granted, whether pursuant to a foreclosure or otherwise, shall be entitled constitute an Assignment and give rise to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsan Option Right. (c) If, prior to the end of the applicable Option Period, DLJMB has provided notice of its election to acquire the entire Membership Interest that is the subject of the Option Notice, then DLJMB shall be obligated to acquire such Membership Interest on the terms described in Section 11.3(a) with respect to the First Option Right or on the terms described in Section 11.3(b) with respect to the Second Option Right or the Third Option Right. The provisions closing of the purchase and sale of such Membership Interest pursuant to this Section 4.2 11.3 shall cease to be effective upon held at the occurrence of a Sale Transaction in connection with which all principal office of the Units are cancelled Company at 10:00 a.m., local time, on or before the later to occur of sixty (60) days after the expiration of the applicable Option Period, or, if all requisite governmental and regulatory approvals have not been obtained by such date, the Regulatory Approval Date, or at such other time and place as the parties to the transaction may agree. At such closing, the Assigning AIGGIG Member shall deliver, one or more assignment agreements transferring such Membership Interest to DLJMB or its designee(s), as applicable, in exchange a form reasonably satisfactory to DLJMB, and accompanied by all requisite transfer taxes, if any, and such Membership Interest shall be free and clear of any liens, claims or encumbrances (other than restrictions imposed by this LLC Agreement and pursuant to applicable federal, state and foreign securities laws) and the Assigning AIGGIG Member shall so represent and warrant, and further represent and warrant that it is the record and beneficial owner of such Membership Interest. DLJMB or its designee(s), as applicable, shall deliver at such closing (1) by certified or official bank check or by wire transfer of immediately available funds, payment in full for cash proceedssuch Membership Interest, (2) the Backup Letter of Credit provided by Highstar, or the original Backup Guarantees together with a written statement from the Issuer acknowledging that the Backup Guarantees have been terminated, as applicable. If DLJMB or its designee(s), as applicable, defaults in its obligation to make payment of its purchase price, fails to return the original Backup Guarantees with the required Issuer acknowledgment or otherwise fails to perform its agreement to acquire the Membership Interest that is the subject of the Option Notice, then the Assigning AIGGIG Member may, in its sole discretion, complete the sale of such Membership Interest to any Person for a price and upon terms and conditions as the Assigning AIGGIG Member may determine. (d) In the event AIGGIG or its Affiliates is subject to Regulatory Restrictions at the time an Assigning AIGGIG Member provides an Option Notice, such Member shall be permitted to assign its rights and remedies under Section 11.3(a)-(c) to any other Person in order to comply with such Regulatory Restrictions; provided, however, that the exercise of such rights by the assignee will not cause an Adverse QF Event or an Adverse PUHCA Event for the Company or any Member. (e) Notwithstanding Sections 11.3(a)-(c) (but subject to Sections 11.1(b) and 11.1(c)), at any time AIGGIG or its Affiliates may Assign all or any portion of its Membership Interest to an Affiliate of such Member without complying with Sections 11.3(a)-(c); provided, however, that any such Assignment to an Affiliate does not result in an Adverse PUHCA Event or an Adverse QF Event. Notice of any Assignment permitted under this Section 11.3(e) shall be given by the Assigning AIGGIG Member effecting the Assignment to each other Member at least five Business Days prior to such Assignment.

Call Option. (a) If Executive’s employment with the Employer At any time, and its Affiliates is terminated by the Employer from time to time, on or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationafter December 11, the Aggregator 2022, but prior to June 11, 2026, XPLR Member shall have the right, for 12 months following, as applicable, each of (i) but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b)acquire, the “Call Option”), and each member of Executive’s Group shall be required to sell subject to the Aggregatorlimitations and requirements of this Section 7.02, all or any portion of the Common outstanding Class B Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price that results in an Internal Rate of Return per Class B Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option purchased pursuant to this Section 4.27.02, measured from the Aggregator shall send written notice Effective Date to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof Call Option Closing Date (the “Call NoticeOption Purchase Price”). Subject to , upon the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice 7.02 (the “Call Option”), of (i) eight and thirty-two hundredths of a percent (8.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%) on each member Class B Unit acquired upon the exercise of Executive’s Group such Call Option, for any Call Option Closing Date that occurs on or after the Flip Date (provided, however, that the Internal Rate of its intention Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to purchase Unitsthe applicable Call Option Closing Date, and the provisions herein and, with respect to the period from the Effective Date to the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)). XPLR Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than XPLR or a subsidiary thereof; provided, however, that, in the event of any such assignment, XPLR Member and XPLR shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, XPLR Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be deemed either cash, Non-Voting XPLR Common Units (or XPLR Common Units if the holder of Class B Units to apply be purchased requests in writing, not less than three (3) Business Days prior to such the applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited PartnerCall Option Closing Date, the Carlyle Limited Partnerissuance of XPLR Common Units), or a combination of cash and Non- 953901.04-WILSR01A - MSW Voting XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), subject to the other requirements of this Section 7.02, and the H&F Limited Partner shall so electrespective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, then such electing Limited Partners however, that XPLR Member may issue a maximum of (A) three (3) Call Option Notices in any calendar year and (B) one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be entitled delivered to participate the Class B Members at least seven (7) Business Days and no more than ten (10) Business Days in advance of the Call Option Closing Date and shall be irrevocable. Delivery of the initial Call Option Notice may be made prior to the first date on a pro-rata basiswhich XPLR Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, proportionate no Call Option Closing shall occur prior to their then-current ownership December 11, 2022). No Call Option Notice may be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which XPLR publicly announces its earnings for any Quarter or Fiscal Year (or any other expected public announcement of earnings or other “blackout period” under XPLR Member’s trading policies that are applicable to all holders of XPLR Common Units). (c) The provisions following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued, (i) for a number of Class B Units that is less than eight percent (8%) of the Class B Units outstanding on the date of the applicable Call Option Notice; and (ii) if, and to the extent that, as a result of such exercise, on the applicable Call Option Closing Date, the holders of Class B Units other than the XPLR Class B Parties would own less than sixteen percent (16%) of the Class B Units then outstanding, unless, in the case of this clause (ii), the exercise of such Call Option is for the purchase of all remaining Class B Units not held by the XPLR Class B Parties; and (ii) the aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, shall be no more than: (A) from December 11, 2022, but prior to June 11, 2023, ten percent (10%) of the total number of outstanding Class B Units; (B) from June 11, 2023, but prior to December 11, 2023, twenty-five percent (25%) of the total number of outstanding Class B Units; (C) from December 11, 2023, but prior to June 11, 2024, fifty percent (50%) of the total number of outstanding Class B Units; (D) from June 11, 2024, but prior to December 11, 2024, seventy-five percent (75%) of the total number of outstanding Class B Units; and 953901.04-WILSR01A - MSW (E) from December 11, 2024, but prior to June 11, 2026, one hundred percent (100%) of the total number of outstanding Class B Units. (d) Non-Voting XPLR Common Units (or, if requested pursuant to Section 4.2 7.02(b), XPLR Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the XPLR Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) the Registration Rights Agreement is in effect with respect to the XPLR Common Units into which the Non-Voting XPLR Common Units are convertible, subject to and in accordance with the terms of the XPLR Limited Partnership Agreement; (iii) XPLR shall cease have filed a registration statement with the Commission registering the resale of the XPLR Common Units into which the Non-Voting XPLR Common Units issued at such Call Option Closing are convertible, and such registration shall have been declared effective by the Commission, and no stop order shall have been issued with respect thereto; (iv) (A) none of XPLR or its Affiliates has knowledge of previously undisclosed material events or developments that XPLR or such Affiliate would be obligated to disclose publicly, under applicable Law or the rules of the National Securities Exchange on which the XPLR Common Units are listed, if XPLR or such Affiliate were offering and selling XPLR Common Units (or other publicly traded securities), the disclosure of which would reasonably be expected to negatively affect the trading price of XPLR Common Units on the applicable National Securities Exchange; and (B) XPLR (or its Affiliates) shall have publicly disclosed any material events or developments that would reasonably be expected to negatively affect the trading price of XPLR Common Units on the applicable National Securities Exchange at least one (1) full Trading Day (on which XPLR Common Units traded on the applicable National Securities Exchange without stop or interruption) prior to the issuance of any Call Option Notice; (v) in any exercise of the Call Option, the aggregate number of XPLR Common Units and Non-Voting XPLR Common Units that will be issued to holders of Class B Units at the applicable Call Option Closing, together with all XPLR Common Units and Non-Voting XPLR Common Units issued in all prior exercises of the Call Option, shall be no more than twenty-two and one half percent (22.5%) of the total number of outstanding XPLR Common Units on a Fully Diluted Basis (including any XPLR Common Units to be effective upon issued at the occurrence applicable Call Option Closing); and (vi) on such Call Option Closing Date, there being no Call Option Cash Shortfall. 953901.04-WILSR01A - MSW (e) XPLR Member may pay any Call Option Purchase Price, at its option (subject to Section 7.02(d) above), in either cash, Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units), or a combination of cash and Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units); provided, however, that the holder of Class B Units to be purchased shall be entitled to require, by written notice delivered to XPLR Member not less than three (3) Business Days prior to the applicable Call Option Closing Date, that up to thirty percent (30%) of the Call Option Purchase Price payable at such Call Option Closing consist of cash (the “Call Option Cash Consideration”). Any XPLR Common Units or Non-Voting XPLR Common Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the date of the Call Option Notice and (ii) the listed price of a Sale Transaction in connection with which all XPLR Common Unit as of the Units are cancelled in exchange for cash proceedsend of trading on the date of the Call Option Notice.

Call Option. (a) If Executive’s employment with The Class A Members shall have and are hereby granted an option to purchase all (but not less than all) of the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or interests in the event Company of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of Class B Members (i) the Termination Date or (ii) the date of such violation or conduct (orand all, if laterany, of their debt claims against the date on which the General Partner has actual knowledge thereofCompany), such option to purchase (together with the rights in Section 4.2(b), the “Call Option”)be exercisable by, and each member of Executive’s Group shall be required to sell to the Aggregatoronly by, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered notice (the “Repurchase Notice DateExercise Notice”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect from the Class A Members to the Executive’s Common Units and Vested Incentive UnitsClass B Members at any time on or after the [****] anniversary of the Effective Date. (b) If The price to be paid for the Aggregator desires to exercise the Call Option pursuant to this Section 4.2interests and, if applicable, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing debt claims of the purchase shall take place at the principal office Class B Members (net of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option liabilities with respect to less than all Unitswhich the Class A Members and their affiliates are to be released, as described in subsection (c), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option ) shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsClass B Price. (c) The Closing of a sale pursuant to exercise of the option described in subsection (a) shall occur on the thirtieth (30th) day following the Exercise Notice (or, if such day is not a business day, the next succeeding business day), at the principal place of business of the Company, or at such other time and place as may be mutually agreed upon. At such closing: (i) the Class B Members shall (x) convey all of their interests in the Company, and, if applicable, all of their debt claims against the Company, and (y) warrant that such Members each own all right, title and interest in and to their respective interests, free and clear of all liens and other encumbrances; (ii) the Class A Members shall (x) pay the Class B Members the Class B Price in cash or by certified or cashier’s check and (y) deliver releases of the Class B Members and their affiliates, in form and content satisfactory to the Class B Members (acting reasonably), from all personal liability with respect to all liabilities of the Company from and after the Closing and all obligations of the Class B Members and/or their affiliates in respect of the Company’s financing; and (iii) all parties shall execute and deliver such other documents as may be appropriate to effect, evidence and perfect the transaction. From and after the date of the Exercise Notice, all such Class B Members’ interests in the Company shall be deemed to have been transferred to the Class A Members without any further action required on the part of any Class B Members and the Class B Members shall have only the right to receive the Class B Price and the releases described above in respect of such interests. (d) Each Class B Member hereby appoints each other Member, with power of substitution, as his, her or its attorney-in-fact to execute and deliver all documents appropriate to effect any transaction in substantive compliance with the provisions of this Section 4.2 shall cease to be effective upon the occurrence section. The foregoing power of a Sale Transaction in attorney is coupled with an interest and irrevocable. (e) In connection with a transfer pursuant to this section, the purchasers may designate another person or persons to acquire the sellers interests in the Company, in which all event such other person(s) shall acquire such interests, but no such designation or acquisition shall relieve the purchasers (as determined without regard to this subsection (f)) from any obligation under this section. (f) Notwithstanding any other provision of this Agreement to the contrary, the Company shall make no distribution or pay any debt claims of the Units are cancelled in exchange for cash proceedsClass B Members during the pendency of proceedings under this section.

Call Option. (a) If Executive’s employment During the period commencing on January 1, 2024, at 00:01 a.m. Eastern time and ending on December 31, 2024, at 11:59 p.m. Eastern time (such period, the “Call Option Period”), the Buyer is hereby granted the right and option, but not the obligation, to purchase from the Sellers all, but not less than all, of the Option Shares (the “Call Right”). (b) Notwithstanding any provision of this Agreement to the contrary, the Call Right may not be exercised if (i) the Sellers Representative shall have delivered to the Buyer the Put Exercise Notice pursuant to Section 3(c) unless (A) a Put Rejection Notice has been delivered pursuant to the provisions of Section 3(c) or (B) the Put Exercise Notice is deemed withdrawn pursuant to the provisions of Section 3(g) or (ii) if the Sellers Representative shall have delivered to the Buyer an Accelerated Put Exercise Notice pursuant to Section 4(c). (c) Subject to Section 2(b), the Buyer may exercise the Call Right by delivering written notice of such exercise (the “Call Exercise Notice”) to the Sellers Representative at any time during the Call Option Period. Upon delivery of a Call Exercise Notice in accordance with this Section 2, the Employer Sellers will be obligated to sell and its Affiliates is terminated by the Employer or its Affiliates for Cause transfer to Buyer (or if Executive voluntarily resigns Executive’s employment with one or more of its delegates), and the Employer and Buyer (or one or more of its Affiliates when grounds for Cause existdelegates) or in will be obligated to purchase from the event of a Restrictive Covenant ViolationSellers, the Aggregator shall have Option Shares for an aggregate purchase price that equals the right, for 12 months following, as applicable, each result of (i) the Termination Date or Company Valuation multiplied by (ii) the date aggregate Seller Ownership Percentage of such violation or conduct all of the Sellers (orthe “Call Purchase Price”). The Call Exercise Notice will contain a statement (the “Call Valuation Statement”) setting forth the Buyer’s calculation of the Company’s EBITDA for the Call Measurement Period and based thereon Buyer’s determination of the Company Valuation and the Call Purchase Price. (d) The Sellers Representative will have 20 Business Days from its receipt of the Call Exercise Notice (the “Call Objection Period”) to review the Call Valuation Statement. Upon the expiration of the Call Objection Period, if laterthe Sellers Representative will be deemed to have accepted (and will be deemed to have waived all rights with respect to), and will be bound by, the Call Valuation Statement and the calculation of the Company Valuation and Call Purchase Price set forth therein, unless the Sellers Representative has notified the Buyer in writing of its disagreement with the Call Valuation Statement prior to the expiration of the Call Objection Period (the “Call Objection”), specifying each disputed item (each, a “Disputed Call Item”) and setting forth in reasonable detail the basis for each Disputed Call Item. The Buyer will have 20 Business Days from the date on which it receives the General Partner has actual knowledge thereofCall Objection to review and respond to such Call Objection (“Buyer Call Response”). To the extent the Buyer and the Sellers Representative are able to negotiate in good faith mutually agreeable resolutions for the Disputed Call Items, the Call Valuation Statement will be modified as necessary to reflect such mutually agreed resolution(s). If the Buyer and the Sellers Representative are able to resolve all Disputed Call Items, the Call Valuation Statement and the calculation of the Company Valuation and Call Purchase Price set forth therein, as modified by such resolutions, will be deemed final, non-appealable and binding among the Buyer, the Sellers and the Seller Representative for all purposes of this Agreement. (e) If the Sellers Representative and the Buyer are unable to resolve all Disputed Call Items within 20 Business Days after delivery of the Buyer Call Response (or such longer period as may be mutually agreed by the Buyer and the Sellers Representative in writing), then the Disputed Call Items shall be submitted to purchase (together with the rights in Section 4.2(b)Arbitration Firm, which shall be jointly engaged by Buyer and the Sellers Representative, to promptly review the Call Valuation Statement and resolve such Disputed Call Items. Buyer and the Sellers Representative will request that the Arbitration Firm render its determination within 60 days following submission to it of such Disputed Call Items. The scope of the disputes to be resolved by the Arbitration Firm is limited to the Disputed Call Items. In resolving any Disputed Call Item, the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of Arbitration Firm (i) Fair Market Value will determine the Company’s EBITDA for the corresponding Relevant Measurement Period, the Company Valuation and the Call Purchase Price in accordance with the provisions of this Agreement, (ii) may not assign a value to any item greater than the greatest value claimed for such Unit (measured as item by either the Buyer or the Sellers Representative or less than the smallest value claimed for such item by either the Buyer of the date Sellers Representative and (iii) will base its determination solely on written materials submitted by the Buyer and the Sellers Representative (and not on any independent review). Furthermore, the Parties acknowledge and agree that the Arbitration Firm shall have the sole and exclusive authority to resolve the Disputed Call Items even if the resolution of legal issues is required to revolve the Disputed Call Items. The Parties further agree that the Arbitration Firm shall also have the sole authority to determine whether any such legal issues exist and, to the extent they do, to retain and consult with legal counsel of Arbitration Firm’s choosing with respect to legal conclusions or judgments arising from the Disputed Call Items, provided that the Parties agree that such legal counsel shall not have any material commercial or professional relationship with any of the Parties. The costs of any fees and expenses of the Arbitration Firm will be borne in equal parts by the Buyer and the Sellers. All determinations made by the Arbitration Firm will be final, conclusive and binding on the Parties, absent fraud or manifest error on the part of the Arbitration Firm, upon which the election Arbitration Firm will deliver to purchase such units Buyer and the Sellers Representative a revised Call Valuation Statement setting forth the updated calculation of Company’s EBITDA for the Call Measurement Period, the Company Valuation and the Call Purchase Price, as modified by the Arbitration Firm’s final determinations, which will be deemed final, non-appealable and binding among the parties hereto for all purposes of this Agreement, and upon which a judgment may be rendered by a court of competent jurisdiction, and will not be subject to further appeal or review. The Parties acknowledge and agree that this Section 2(d) is delivered an enforceable arbitration provision under the Uniform Arbitration Act, Title 10, Section 5701 et. seq. of the Delaware Code. (f) For purposes of complying with the “Repurchase Notice Date”terms of Section 2(e), each Party will cooperate with and make available to the other Parties and its representatives (i) information, records, data and working papers, and (ii) Costwill permit access to its facilities and personnel, upon advance written notice of not less than two Business Days and during normal business hours, in each case as may be reasonably required in connection with the analysis of the Call Valuation Statement and the resolution of the Disputed Call Items so long as directly relevant to such analysis; provided, however, (i) in no event will any of the Parties be required to produce information that such purchase price shall cannot be less than zero. Except as provided through such Party’s accounting or Tax reporting principles, methods or policies and reporting systems in this Section 4.2(a)the Ordinary Course of Business, no Call Option shall exist with respect to (ii) the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option provision of any information or access pursuant to this Section 4.22(f) will be subject to execution of confidentiality agreements as requested by the applicable Party, and (iii) nothing in this Section 2(f) will require any party to disclose information that is subject to any applicable privilege, including, without limitation, attorney-client privilege or the privilege of attorney work product. (g) Unless mutually agreed by the Sellers Representative and the Buyer in writing, the Aggregator shall send written notice consummation of the sale and transfer of the Option Shares pursuant to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof this Section 2 will occur on a date (the “Call NoticeClosing Date”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified ) determined by the Aggregator not later than the 30th day Buyer, which date will be within 60 days after the giving final determination of the Call NoticePurchase Price pursuant to Section 2(d) or Section 2(e), as applicable. Notwithstanding the foregoing, if the Aggregator elects not No less than 10 days prior to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units)Closing Date, the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing Buyer will provide written notice to each member the Sellers Representative notifying it of Executive’s Group the Call Closing Date. On the Call Closing Date, (i) the Buyer and the Sellers will execute a public deed substantially in the form of Schedule 2(g) before a Notary Public nominated by the Buyer to formalize the sale and transfer of the Option Shares to the Buyer (or one or more of its intention to purchase Unitsdelegates), and (ii) the provisions herein with respect Buyer will pay the corresponding Call Purchase Price, as finally determined pursuant to Section 2(d) or Section 2(e), to the Call Option shall be deemed Sellers by wire transfer of immediately available funds to apply the accounts designated in writing by the Sellers Representative and (iii) the Buyer and the Sellers will perform any further actions mutually agreed or required to such applicable Limited Partner(s) mutatis mutandis. If more than one formalize the sale and transfer of the Blackstone Limited PartnerOption Shares under applicable Spanish common Law (derecho común español). For the avoidance of doubt, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all payment of the Units are cancelled in exchange for cash proceedsCall Purchase Price by the Buyer to the Sellers will be made proportionally to each Seller’s Ownership Percentage.

Call Option. 2.1 The Transferor may, by following the procedure set out in Clause 2.3, from time to time require the Receivables Trustee to reassign and release to the Transferor, for a consideration payable by the Transferor equal to the aggregate of (a) If Executive’s employment with £1 (payable on each occasion when the Employer and its Affiliates said option is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”exercised) and (iib) Cost; providedthe further amount specified in Clause 2.2, all Defaulted Receivables existing at the option exercise time on Defaulted Accounts, if and to the extent that such purchase price the same shall not have been reassigned and released to the Transferor pursuant to any earlier exercise of such option (any such Receivables being Assigned Defaulted Receivables). 2.2 Following the exercise of the option, the amount set out below will be less than zero. Except as provided payable to the Receivables, Trustee to be held and applied by the Receivables Trustee in this Section 4.2(a)accordance with the terms of the Receivables Trust Deed and Servicing Agreement in respect of the consideration for the assignment of such Assigned Defaulted Receivables to the Transferor under Clause 2.1 which shall comprise of the following (avoiding any double counting): (a) any amount, no Call Option shall exist for the avoidance of doubt excluding Insurance Proceeds, received by the Transferor with respect to such Assigned Defaulted Receivables subsequent to the Executive’s Common Units and Vested Incentive Units.Option Exercise Time; and (b) If any consideration payable by any third party, including debt collection agents, for the Aggregator desires assignment of such Assigned Defaulted Receivables (net of any costs of the Transferor in connection with such sale), (each of (a) and (b) being the Sale Recoveries) and shall be paid into the Trustee Collection Account on the Transfer Date relating to the Monthly Period during which the Sale Recoveries were realised. For the avoidance of doubt, Sale Recoveries shall only be paid into the Trustee Collection Account to the extent that they have been received by the Transferor. 2.3 In order to exercise the Call Option pursuant to this Section 4.2option set out in Clause 2.1, the Aggregator shall Transferor shall: (a) send written notice a notice, substantially in the form of Schedule 1 (Form of Option Notice), to each member the Receivables Trustee (the Option Notice) stating that at the opening of Executive’s Group business (the Option Exercise Time) on a specified date (the Option Exercise Date) it requests the Receivables Trustee to reassign and release the property described in Clause 2.1 above; and (b) (in respect of its intention Defaulted Receivables other than Scottish Receivables) send an assignment agreement for the Receivables Trustee to purchase Unitsexecute, specifying substantially in the number and class form of Units Schedule 2 (Form of Option Assignment), (the Option Assignment) stating the amount of Defaulted Receivables (other than the Defaulted Receivables which are Scottish Receivables) to be purchased reassigned and the purchase price thereof (the “Call Notice”). Subject released to the provisions of Section 5, the closing of the purchase shall take place Transferor at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call related Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units.Exercise Time; and (c) The provisions (in respect of this Section 4.2 shall cease Defaulted Receivables which are the Scottish Receivables) send a retrocession letter for the Receivables Trustee to execute, substantially in the form of Schedule 3 (Form of Retrocession Letter), (the Retrocession Letter) stating the amount of Defaulted Receivables (which are Scottish Receivables) to be effective upon retrocessed and released to the occurrence Transferor at the related Option Exercise Time. 2.4 Upon receipt of an Option Notice, an Option Assignment and a Sale Transaction Retrocession Letter (as applicable) referred to in connection with which Clause 2.3, the Receivables Trustee shall execute such Option Assignment and/or Retrocession Letter and notify the Transferor. On receipt of such notification there shall be a binding agreement to sell the Assigned Defaulted Receivables set out in the Option Notice, the Transferor shall pay the consideration by depositing the relevant amount in the Trustee Collection Account and shall indemnify and hold harmless the Receivables Trustee against all stamp duty, registration and other similar taxes (but excluding tax as profits) arising on the sale of the Units are cancelled in exchange for cash proceedsAssigned Defaulted Receivables under this Deed.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of At any time following (i) the Termination Date or third (3rd) anniversary of the Effective Date, (ii) a ▇▇▇▇▇▇ Estate Trigger Date, or (iii) the date of such violation or conduct (orCall Trigger Date, if later▇▇▇▇▇ shall have the option, but not the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send deliver written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”) to the ▇▇▇▇▇▇ Members of ▇▇▇▇▇’▇ exercise of its right to purchase the ▇▇▇▇▇▇ Members’ entire Interest in the Company (the “Called Interest”). Subject The Called Interest shall be deemed to include the Interests of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇. (b) The purchase price of the Called Interest (the “Call Price”) shall be determined by multiplying (i) the Percentage Share of the Called Interest, times (ii) the Fair Market Value of the Company as a whole determined as of the date of the Call Notice as if (A) the assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Company in connection with the purchase of the Called Interest); and (C) the net proceeds were distributed to the provisions Members in complete liquidation of Section 5the Company; provided, that, the closing amount of any Member Loan owed by the holder of the purchase Called Interest to ▇▇▇▇▇ shall take place at be deducted from the principal office Call Price, as shall any undisputed Losses for which ▇▇▇▇▇ has not been indemnified, provided that the amount of any claimed Losses for which ▇▇▇▇▇ has not been indemnified which is disputed shall be escrowed pending entry of a final arbitral award or the Aggregator on final judgment of a date specified by court of competent jurisdiction. In the Aggregator not later than event that ▇▇▇▇▇ and ▇▇▇▇▇▇ are unable to agree upon the 30th day Fair Market Value within thirty (30) days after the giving date of the Call Notice. Notwithstanding , then the foregoingFair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”): (i) Promptly following the expiration of the foregoing thirty (30) day period, if ▇▇▇▇▇ and ▇▇▇▇▇▇ (for purposes of this Section 8.7, the Aggregator elects not “Call Members”) shall use commercially reasonable efforts to exercise agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof. (ii) Within ten (10) days of the appointment of the Arbitrator, the Call Option pursuant Members shall each separately submit to this Section 4.2 the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. After the submission of any ACTIVE 202923160v.13 Proposed FMV, no Call Member may make any additions, deletions, or elects changes in such Proposed FMV. If either Call Member fails to exercise submit its Proposed FMV to the Call Option arbitrator within such time period, time being of the essence with respect to less than all Units)thereto, the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option Member shall be deemed to apply have irrevocably waived its right to such applicable Limited Partner(s) mutatis mutandis. If more than one submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of the Blackstone Limited Partner, submitting Party as the Carlyle Limited Partnerproper amount of the Fair Market Value of the Company, and the H&F Limited Partner shall so elect, then such electing Limited Partners Proposed FMV shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsdeemed the Arbitrated Fair Market Value. (ciii) The If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Section 4.2 Agreement or Proposed FMVs submitted by the Call Members. The Arbitator’s determination of Arbitrated Fair Market Value shall cease to be effective binding upon the occurrence of a Sale Transaction in connection with which all Call Members, and such Arbitrated Fair Market Value shall be used for the calculation of the Units are cancelled in exchange for cash proceedsCall Price.

Call Option. (a) If Executive’s employment with Notwithstanding anything in this Agreement to the Employer contrary (but subject to the terms of this Section 9.4 and its Affiliates is terminated by Schedule 2.12(c)), at any time beginning on the Employer or its Affiliates for Cause first day after the third (or if Executive voluntarily resigns Executive’s employment with 3rd) anniversary of the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationdate hereof (such exercise date, the Aggregator “Trigger Date”), Suzano shall have the right, for 12 months followingbut not the obligation, to purchase and acquire, subject to the terms and conditions of this Section 9.4, as applicableelected by K-C, each of either (i) all (but not less than all) of the Termination Date outstanding Shares held by K-C or any of its Affiliates (“Direct Shares”), (ii) all (but not less than all) of the date outstanding equity interests of such violation any Dutch Holdco Entity that holds Direct Shares (“Indirect Shares”) or conduct (oriii) any combination of Direct Shares and Indirect Shares that results in the Transfer of all (but not less than all) the outstanding Shares held by K-C Parent and its Affiliates (the Direct Shares, if laterIndirect Shares or any combination thereof, as the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b)case may be, the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice DateShares”) and (ii) Cost; providedK-C shall have the obligation, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect subject to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 9.4, to Transfer to Suzano (or its designee) all the Call Shares, in each case, free and clear of all Encumbrances (other than restrictions on transfer created by providing this Agreement or under applicable securities Laws), at the Call Option Purchase Price determined in accordance with Schedule VII and this Section 9.4, by delivering to K-C a Call Option Notice (the “Call Option”). If K-C elects to Transfer any of its Indirect Shares pursuant to this Section 9.4(a), K-C Parent shall represent and warrant to Suzano that each Dutch Holdco Entity that holds such Indirect Shares, as of the Call Option Closing Date, (I) is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands and was formed solely for the purposes of holding the Shares and activities relating directly to the Pre-Closing Reorganization, and (II) has not (or shall not have) engaged at any time in any other business or activities other than those relating solely to holding the Shares and activities relating directly to the Pre-Closing Reorganization, and has not (or shall not have) any liabilities (contingent or otherwise), debts or obligations of any nature whatsoever or made any investments at any time other than holding the Shares or activities relating directly to the Pre-Closing Reorganization. (b) To exercise the Call Option, Suzano shall deliver to K-C written notice of such exercise (the “Call Option Notice”) containing (i) the scheduled date (the “Call Option Closing Date”) on which the Call Option is to each member be consummated (the “Call Option Closing”), (ii) Suzano’s calculation of Executive(A) the Specified Adjusted EBITDA as of the Measurement Time and (B) the resulting Call Option Purchase Price (assuming, solely for this purpose, the Net Indebtedness, the CapEx Deviation, the SAP Cost Reimbursement Amount and the Input Costs Deviation is zero dollars ($0)), (iii) the form of consideration to be used to pay the Call Option Purchase Price, which shall be cash, and (iv) Suzano’s Group indication of whether Suzano has or has not engaged KPMG LLP (“KPMG”) for any Material Accounting Engagement in the two (2) years immediately prior to the date of such Call Option Notice. The Call Option Notice shall be irrevocable by ▇▇▇▇▇▇. Upon receipt of the initial Call Option Notice, K-C shall either (x) consummate the Call Option Closing (subject to the determination of the Estimated Call Option Purchase Price pursuant to Section 9.4(c)) at 10:00 a.m. (Dallas, Texas time) with Suzano on the date that is the later of the Call Option Closing Date, or within five (5) Business Days of receipt of all Required Governmental Authorizations in accordance with Section 9.4(d) (or at such other date and time mutually agreed in writing upon by ▇▇▇▇▇▇ and K-C), or (y) if, and only if, the Specified Adjusted EBITDA as of the Measurement Time is less than the Baseline EBITDA, follow the procedures set forth on Schedule VII. Suzano may deliver the initial Call Option Notice prior to the first date on which ▇▇▇▇▇▇ is permitted to exercise the Call Option in accordance with Section 9.4(a) (but, for the avoidance of doubt, subject to Schedule 2.12(c), neither the Trigger Date nor the Call Option Closing Date shall occur prior to the first day after the third anniversary of the date hereof). Following K-C’s receipt of the Call Option Notice (except in the event of an EBITDA Insufficiency Delay Period) or the Second Call Option Notice, as applicable, K-C shall have forty five (45) days to deliver to Suzano a written notice of its intention to purchase Units, and the provisions herein good-faith disagreement (an “EBITDA Notice of Disagreement”) with respect to the calculation of the Specified Adjusted EBITDA as of the Measurement Time set forth in the Call Option Notice or the Second Call Option Notice, as applicable; provided that the Company and Suzano shall reasonably cooperate in good faith with K-C and provide K-C with the access contemplated by Section 8.1; provided, further, that K-C shall indicate in writing in such EBITDA Notice of Disagreement whether K-C has or has not engaged KPMG for any Material Accounting Engagement in the two (2) years immediately prior to the date of such EBITDA Notice of Disagreement. If K-C delivers an EBITDA Notice of Disagreement, each of K-C and ▇▇▇▇▇▇ shall use its reasonable best efforts to seek to resolve in writing any differences that they may have with respect to each disputed item specified by K-C in the EBITDA Notice of Disagreement within thirty (30) days following delivery of the EBITDA Notice of Disagreement by K-C to Suzano. Any disputed items resolved in writing between K-C and ▇▇▇▇▇▇ within such thirty (30)-day period shall be deemed to apply final and binding with respect to such applicable Limited Partner(s) mutatis mutandisitems, and if K-C and ▇▇▇▇▇▇ agree in writing on the resolution of each disputed item specified by K-C in the EBITDA Notice of Disagreement and the amounts of Specified Adjusted EBITDA, the amounts so determined shall be final and binding on K-C and Suzano for all purposes hereunder. If more than one K-C and ▇▇▇▇▇▇ cannot resolve all such differences by 11:59 p.m. Dallas, Texas time on the day that is thirty (30) days after K-C delivers the EBITDA Notice of Disagreement, K-C and ▇▇▇▇▇▇ shall submit such dispute, and each of K-C and ▇▇▇▇▇▇ shall submit their respective good-faith calculations of the Blackstone Limited PartnerSpecified Adjusted EBITDA as of the Measurement Time, in writing to KPMG (provided that, if KPMG declines to review the dispute, or any of K-C, Suzano or the Company have engaged KPMG for a Material Accounting Engagement in the two (2) years immediately prior to the exercise of the Call Option, then ▇▇▇▇▇▇ and K-C shall elect to submit such dispute to another internationally recognized U.S.-based firm of independent certified public accountants as mutually agreed between Suzano and K-C, and all the references to KPMG in this Section 9.4 shall be to such other Person). The Company, Suzano and K-C shall enter into a customary engagement letter with KPMG. The Company, ▇▇▇▇▇▇ and K-C shall use their commercially reasonable efforts to cause KPMG to render a written decision resolving the matters submitted to it within thirty (30) days following the submission thereof. All communications with KPMG shall include at least one Representative of each of the Company, Suzano and K-C, and none of the Company, Suzano and K-C shall be permitted to communicate with KPMG other than as expressly set forth herein. KPMG shall consider only those items and amounts in Suzano’s and K-C’s respective calculations of the Specified Adjusted EBITDA as of the Measurement Time that are identified as being items and amounts to which ▇▇▇▇▇▇ and K-C have been unable to agree. The scope of the disputes to be resolved by KPMG shall be limited to correcting mathematical errors, determining whether any other non-recurring specific item included in Adjusted EBITDA was included in accordance with the definition of Adjusted EBITDA, and determining whether the items and amounts in dispute were determined in accordance with IFRS, and KPMG shall not be permitted to make any other determination. In resolving any disputed item, KPMG may not assign a value to any item greater than the greatest value or less than the smallest value for such item set forth on Suzano’s and K-C’s respective calculations of Specified Adjusted EBITDA, as applicable. KPMG’s determination of the Specified Adjusted EBITDA as of the Measurement Time shall be based solely on written materials submitted by the Company, Suzano and K-C (i.e., not on independent review); provided, further, that such determination shall be final and binding on both K-C and ▇▇▇▇▇▇ and shall not be subject to dispute resolution as set forth in Section 13.13. The final Specified Adjusted EBITDA shall be (i) if K-C does not trigger an EBITDA Insufficiency Delay Period, if applicable, and does not deliver an EBITDA Notice of Disagreement, the Carlyle Limited PartnerSpecified Adjusted EBITDA as of the Measurement Time set forth in the Call Option Notice or the Second Call Option Notice, as applicable, (ii) if K-C delivers an EBITDA Notice of Disagreement, but Suzano and K-C resolve such differences, the H&F Limited Partner shall so electSpecified Adjusted EBITDA as of the Measurement Time agreed by ▇▇▇▇▇▇ and K-C and (iii) if KPMG is engaged pursuant to this Section 9.4(b), then the Specified Adjusted EBITDA as determined by KPMG (each such electing Limited Partners amount, the “Final Specified Adjusted EBITDA”). The determination of the Final Specified Adjusted EBITDA shall be entitled conclusive and binding upon the Company, Suzano and K-C and shall not be subject to participate on a pro-rata basisappeal or further review, proportionate absent fraud or manifest error. Judgment or award may be entered upon the written determination of KPMG in accordance with Section 13.13. In acting under this Agreement, KPMG shall function solely as an expert and not as an arbitrator; provided that KPMG shall have the power to their then-current ownership of Unitsconclusively resolve differences in disputed items as specified in this Section 9.4(b). (c) The provisions of this Section 4.2 At least five (5) Business Days prior to the Call Option Closing Date, the Company shall cease prepare, or cause to be effective upon prepared, and deliver to Suzano and K-C a statement (the occurrence “Preliminary Call Option Closing Statement”) that sets forth in reasonable detail the Company’s good faith estimate, in each case, determined as of 12:01 a.m. Dallas, Texas time on the Call Option Closing Date (the “Call Option Calculation Time”), of (i) Net Indebtedness (the “Estimated Net Indebtedness”), (ii) CapEx Deviation (the “Estimated CapEx Deviation”), (iii) the SAP Cost Reimbursement Amount (the “Estimated SAP Cost Reimbursement Amount”), (iv) the Input Costs Deviation (the “Estimated Input Costs Deviation”) and (v) the resulting calculation of the Call Option Purchase Price based on the Final Specified Adjusted EBITDA (the “Estimated Call Option Purchase Price”). Following the delivery of the Preliminary Call Option Closing Statement, but prior to the Call Option Closing Date, each of Suzano and K-C shall have the right (but not the obligation) to review the Preliminary Call Option Closing Statement. Prior to the Call Option Closing Date, the Company will review any comments proposed by K-C or Suzano with respect to the Preliminary Call Option Closing Statement and will consider, in good faith, any appropriate changes. Suzano, K-C and the Company shall in good faith seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Call Option Closing Statement; provided that if Suzano, K-C and the Company are unable to resolve such differences prior to the Call Option Closing Date, the amounts of Estimated Net Indebtedness, Estimated CapEx Deviation, Estimated SAP Cost Reimbursement Amount, Estimated Input Costs Deviation and Estimated Call Option Purchase Price as reflected in the Preliminary Call Option Closing Statement shall be used for purposes of calculating the Estimated Call Option Purchase Price to be paid on the Call Option Closing Date. (d) On the Call Option Closing Date, (i) K-C Parent, K-C or its applicable Affiliates, as applicable, shall execute and deliver a Sale Transaction transfer agreement in form and substance reasonably acceptable to the transferor and the transferee providing for (or other instrument necessary to give effect to, including, if applicable, a notarial deed of transfer of shares executed by a Dutch civil-law notary) the Transfer and delivery of the Call Shares, free and clear of all Encumbrances (other than restrictions on transfer created by this Agreement or applicable securities Laws), to Suzano or its designee; and (ii) Suzano or its designee will pay the Estimated Call Option Purchase Price to K-C (or its nominee(s)) by wire transfer of immediately available funds to a bank account designated in writing by K-C Parent (or its nominee(s)) at least two (2) Business Days prior to the date the payment is due. The Shareholders agree that the Call Option Closing shall be subject to the receipt of all required regulatory consents or approvals from any Governmental Authority (“Required Governmental Authorizations”). Each of the Company, Suzano, K-C Parent and K-C shall use its reasonable best efforts to cooperate in obtaining such Required Governmental Authorizations (if any), including (A) cooperating with each other in connection with filings required to be made by any party under applicable Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Authorities and as to the contents of all communications with such Governmental Authorities; (B) to the extent practicable and permitted by Law or Governmental Authority, providing the other parties with a copy of notifications or filings in draft form and giving such other parties a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authorities; (C) furnishing to the other parties all information within its possession that is required for any application or other regulatory filing to be made by the other party pursuant to the applicable Law in connection with the Required Governmental Authorizations; (D) promptly notifying each other of any material communications from or with any Governmental Authority with respect to the Required Governmental Authorizations and ensuring to the extent practicable and permitted by Law or Governmental Authority that each of the parties is entitled to attend any material meetings, conferences, telephone calls, or other substantive discussions with or other appearances before any Governmental Authority with respect thereto; (E) reasonably consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to applicable Law; and (F) without prejudice to any rights of the parties hereunder, reasonably consulting and cooperating in all respects with the other in defending all actions by or before any Governmental Authority challenging the consummation of the Call Option Closing. Each of the Company and K-C acknowledge and agree that ▇▇▇▇▇▇ shall determine the strategy to be pursued for obtaining and lead the effort to obtain all necessary Required Governmental Authorizations from the relevant Governmental Authorities in connection with the Call Option and the consummation of the Call Option Closing and each of the Company and K-C shall use its reasonable best efforts to take all actions to support Suzano in connection therewith. (e) Following consummation of the Call Option pursuant to which all of K-C’s Shares are acquired by Suzano (or its designee), subject to Section 10.1, the Units are cancelled in exchange for cash proceedsManaging Shareholder will amend this Agreement to reflect the withdrawal of K-C and the transfer of the Shares effective as of the Call Option Closing. (f) The fees and expenses of KPMG incurred pursuant to Section 9.4(b) shall be borne by the party whose calculation of Specified Adjusted EBITDA is furthest away from the Final Specified Adjusted EBITDA determined by KPMG.

Call Option. (ai) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or Except as set forth in the event of a Restrictive Covenant ViolationSECTION 4.6(e)(ii), the Aggregator Partnership shall have the right, for 12 months following, as applicable, each of but not the obligation (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof"Call Option"), to purchase (together with redeem, at the rights in Section 4.2(b)Partnership's election, the “Class A Common Units held by the Original Class A Limited Partners, in whole or in part, for cash in an amount equal to the Put Right Price for each Class A Common Unit to be redeemed. If fewer than all the outstanding Class A Common Units are to be redeemed, the redemption shall be pro rata among all holders of Class A Common Units then subject to redemption. The Call Option”)Option is exercisable only by delivery of written notice of redemption (the "Call Option Notice") to the Original Class A Limited Partners holding Class A Common Units subject to redemption, which notice shall state: (A) the redemption date, (B) the Put Right Price and (C) the aggregate number of Class A Common Units to be redeemed, and each member of Executive’s Group shall be required to sell to the Aggregator, if fewer than all or any portion of the outstanding Class A Common Units and Vested Incentive are to be redeemed, the number of Class A Common Units then held by such member of Executive’s Group at a purchase price per Unit holder to be redeemed, which number shall equal to such holder's pro rata share (based on the lesser of (i) Fair Market Value of such Unit (measured as percentage of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s total number of outstanding Class A Common Units and Vested Incentive Units. (bheld by such holder) If of the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member aggregate number of Executive’s Group of its intention to purchase Units, specifying the number and class of Class A Common Units to be purchased and the purchase price thereof (the “Call Notice”)redeemed. Subject to the provisions of Section 5, the The closing of the purchase and sale of the Class A Common Units subject to the Call Option shall take place at the principal office offices of counsel to the Aggregator Partnership or such other place as the General Partner shall determine and shall occur on a the date specified by the Aggregator that is not later than one hundred (100) days following the 30th day after date the giving Call Option Notice is delivered to the Class A Common Unit holders holding units subject to redemption unless the Original Class A Limited Partners shall have agreed upon a different date in writing. At such closing, (a) the Original Class A Limited Partners shall deliver to the Partnership reasonable and customary instruments of transfer sufficient to transfer to the Partnership the Class A Common Units subject to Call Option, free and clear of any Liens, (b) the Partnership shall deliver to the holders of Class A Comon Units subject to the redemption the Put Right Price in immediately available funds in U.S. dollars, (c) each of the Call Notice. Notwithstanding Class A Common Unit holders and the foregoingPartnership shall (and shall cause their respective Affiliates to) take such other actions as shall be reasonably requested by the other to consummate the purchase and sale of the Class A Common Units as contemplated by this SECTION 4.6(e)(i), and (d) the Class A Common Unit holders shall discharge of record all Liens, if any, affecting the Class A Common Units other than Liens permitted hereby (and, if the Aggregator elects Class A Common Unit holders fail to do so, the Partnership may use any portion of the Put Right Price to pay and discharge any such Liens and any related expenses and may adjourn the closing for such reasonable period not to exercise the Call Option pursuant to exceed 30 days as may be necessary for such purpose). (ii) Notwithstanding SECTION 4.6(e)(i) or any other provision of this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units)Agreement, the Blackstone Class A Common Units held by Original Class A Limited Partner, Partners shall not be redeemable by the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect Partnership prior to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsDate. (ciii) The provisions On and after the redemption date of this Section 4.2 any Class A Common Unit subject to the Call Option, (A) distributions shall cease to be effective upon the occurrence of a Sale Transaction in connection with which paid on such Class A Common Units, (B) such units shall no longer be deemed to be outstanding and (C) all rights of the holders thereof as holders of such Class A Common Units are cancelled in exchange for cash proceedsshall cease (except the right to receive the Put Right Price).

Call Option. (a) If Executive’s employment with the Employer At any time, and its Affiliates is terminated by the Employer from time to time, on or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationafter [•], the Aggregator 2022,8 but prior to [•], 2026,9 NEP Member shall have the right, for 12 months following, as applicable, each of (i) but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b)acquire, the “Call Option”), and each member of Executive’s Group shall be required to sell subject to the Aggregatorlimitations and requirements of this Section 7.02, all or any portion of the Common outstanding Class B Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price that results in an Internal Rate of Return per Class B Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option purchased pursuant to this Section 4.27.02, measured from the Aggregator shall send written notice Effective Date to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof Call Option Closing Date (the “Call NoticeOption Purchase Price”). Subject to , upon the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice 7.02 (the “Call Option”), of (i) eight and thirty-two hundredths of a percent (8.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%) on each member Class B Unit acquired upon the exercise of Executive’s Group such Call Option, for any Call Option Closing Date that occurs on or after the Flip Date (provided, however, that the Internal Rate of its intention Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to purchase Unitsthe applicable Call Option Closing Date, and the provisions herein and, with respect to the Call Option period from the Effective Date to the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be deemed as set forth in clause (i)). NEP Member may not assign its right to apply purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such applicable Limited Partner(s) mutatis mutandis. If more than one assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsCall Option. (cb) The provisions To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of this Section 4.2 shall cease such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be effective upon consummated (the occurrence “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a Sale Transaction in connection with which all combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units are cancelled in exchange for cash proceedsto be _________________________ 8 NTD - To be the date that is forty-two (42) months after the Effective Date.

Call Option. 2.1 At any time during the period beginning April 1, 2007 through July 1, 2007 (the “Initial Call Period”), DCT shall have the irrevocable right and option, by giving the Interest Holders’ Representative a Call Notice (as described below), to purchase all (but not less than all) of the limited partnership interests in the Partnership of all (but not less than all) of the Interest Holders for an amount equal to the Interest Holders’ aggregate Initial Call Prices (as defined below). Beginning on January 1, 2009, at any time during the month of January in 2009 and in each calendar year thereafter (the “Subsequent Call Periods”), DCT shall have the irrevocable right and option, by giving the Interest Holders’ Representative a Call Notice, to purchase all (but not less than all) of the limited partnership interests in the Partnership of all (but not less than all) of the Interest Holders for an amount equal to the Interest Holders’ aggregate Subsequent Call Prices (as defined below). As used herein, “Call Price” shall refer to either the Initial Call Price or a Subsequent Call Price, as applicable. 2.2 On the date of sale designated in the Call Notice, each Interest Holder shall (a) If Executive’s employment with the Employer sell, assign, convey, transfer and deliver to DCT all of its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or limited partnership interest in the event Partnership, free and clear of a Restrictive Covenant Violationall pledges, security interests, adverse claims, liens, restrictions and encumbrances (other than those set forth in the Aggregator shall have the rightPartnership Agreement, for 12 months followingas then in effect), against payment therefor of such Interest Holder’s Initial Call Price or Subsequent Call Price, as applicable, each (b) withdraw as a partner of the Partnership and (c) execute and deliver all instruments, agreements and other documents reasonably necessary to effect the foregoing, including, without limitation, (x) a certificate by such Interest Holder as of such date that the representations and warranties in Section 7 with respect to such Interest Holder and such limited partnership interest are true and correct as of such date, (y) if such Interest Holder is not an individual, a certificate by the secretary or other appropriate person of such Interest Holder as of such date as to (i) the Termination Date incumbency of its officers or other signatories, (ii) authorizations relating to this Agreement, and (iii) the organizational documents of such Interest Holder and (z) if such Interest Holder is registered entity, a certificate of good standing as of a recent date from the secretary of state of its state of organization. DCT shall make payment in cash by wire transfer of same day funds of the Initial Call Price or Subsequent Call Price, as applicable, to the Interest Holders’ Representative (as defined below) for distribution to the applicable Interest Holder. Upon payment of the Interest Holder’s Initial Call Price or Subsequent Call Price, as applicable, to the Interest Holders’ Representative, such Interest Holder shall cease to be, and shall have no further rights or obligations as, a limited partner of the Partnership, except the right to receive the Initial Call Price or Subsequent Call Price, as applicable, obligations of Cabot GP to pay the remaining balance owed under the “CSFB Agreement” pursuant to Section 6.5 of the Partnership Agreement, and confidentiality obligations pursuant to Section 12.12 of the Partnership Agreement. If DCT GP requests, DCT shall set off against the Initial Call Price or Subsequent Call Price, as applicable, any amounts owed by such Interest Holder pursuant to Section 6.5 of the Partnership Agreement subject, however, to the right of the Interest Holders’ Representative to reasonably approve the amount of such set off. 2.3 The Call Notice shall designate the date of sale, which date shall be not less than ten (10) Business Days and not more than fifteen (15) Business Days after the Interest Holders’ Representative’s receipt of such violation Call Notice. The Call Notice shall be delivered to the Interest Holders’ Representative at the notice address provided in Section 10. 2.4 The Initial Call Price for the limited partnership interest of each Interest Holder shall be equal to the product of (A) the Initial Put Price (prior to any adjustment pursuant to Sections 3 or conduct 4) multiplied by (orB) one (1) plus the percentage increase, if laterany, in the date Consumer Price Index – All Urban Consumers, All Items, published by US Department of Labor, Bureau of Labor Statistics, for the most recent twelve month period that is available on which the General Partner has actual knowledge thereof)April 1, to purchase 2007 (together with the rights in Section 4.2(b), the “Call OptionAdjuster”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price the Call Adjuster shall not in no event be less than zero1.025 or greater than 1.035. Except The Initial Call Price as so determined shall be subject to adjustment as provided in this Sections 3 and 4. The Subsequent Call Price for each Interest Holder shall equal the fair market value of the limited partnership interest in the Partnership held by such Interest Holder as determined pursuant to Section 4.2(a), no Call Option shall exist with respect 6. Notwithstanding anything to the Executive’s Common Units and Vested Incentive Unitscontrary contained in this Agreement, there shall be no adjustment to any Subsequent Call Price pursuant to Sections 3 or 4 of this Agreement. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. 2.5 Notwithstanding the foregoing, if the Aggregator elects DCT shall not be under any obligation to exercise the Call Option purchase an Interest Holder’s limited partnership interest pursuant to a Call Notice if any of the representations or warranties in Section 7 of this Section 4.2 (or elects to exercise the Call Option Agreement with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates such Interest Holder or another designee to purchase such Units on the same terms and conditions set forth limited partnership interest is in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsdefault in any material respect. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. By acceptance of these Securities, the HOLDER ----------- hereby grants to the ISSUER the option (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) "CALL OPTION"), in whole or in the event of a Restrictive Covenant Violation, the Aggregator shall have the rightpart and in one or more transactions, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), a period beginning ONE HUNDRED TWENTY DAYS FOLLOWING THE CLOSING DATE to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or repurchase any outstanding portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group Securities plus accrued dividends, in whole or in part at a purchase price per Unit equal ONE HUNDRED PERCENT (100%) OF THE STATED VALUE PLUS ACCRUED DIVIDENDS (THE "REPURCHASE PRICE") payable in cash. The Call Notice must be sent to the lesser of HOLDER via telecopy transmission (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member the registered address of Executive’s Group the HOLDER by overnight courier). Upon receipt by the HOLDER of the Call Notice, HOLDER will have FIVE (5) NASDAQ TRADING DAYS to convert the Securities or be subject to this Call provision. Delivery of Repurchase Funds and Escrow Fees from the CORPORATION and delivery of all called original Securities from the HOLDER must be delivered to the Escrow Agent who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Barrister & Solicitor, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇, L4K- 3R5, Canada ("ESCROW"), who shall act as Escrow in this regard within TWENTY (20) NASDAQ TRADING DAYS FROM THE RECEIPT OF THE CALL NOTICE. Escrow shall, immediately upon receipt of the Call Notice and the Repurchase Price from CORPORATION and these Securities from HOLDER, deliver the Repurchase Monies and any replacement Securities if this Call Option is exercised in part to the HOLDER in accordance with HOLDER's instructions and will deliver the Securities to the CORPORATION pursuant to CORPORATION's or its intention assignee's instructions. If the Repurchase Monies are not received by Escrow within Twenty (20) NASDAQ trading days from issuance of Call Notice by CORPORATION, Escrow shall return the Securities so received to purchase Units, specifying the number and class of Units transmitting party. Failure by the CORPORATION to deliver the Repurchase Monies within the specified time shall be deemed to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving constructive cancellation of the Call Notice. Notwithstanding If the foregoing, if Securities are not received by Escrow within Thirty (30) NASDAQ trading days from issuance of Call Notice by CORPORATION and Escrow has received the Aggregator elects not to exercise Repurchase Monies from the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.CORPORATION within Twenty

Call Option. Class A Shares and Class B Shares shall not be transferred unless the provisions of this Agreement and of the By-laws of the Company are duly complied with by Group AB. Nevertheless, at any time after the second anniversary from the start-up of activities of the Company, Group CD shall have a call option right to purchase up to 19 % (nineteen percent) of the outstanding capital stock and voting rights of the Company and all the members of Group AB shall be obliged to sell the necessary number of Shares to such extent, in proportion to their respective shareholdings in the Company, at the price of US $ 1.000.000 (one million US Dollars), adjusted pursuant to the variation of the net worth arising from the last financial statements of the Company duly approved by the Shareholders' meeting, per each 1 % (one percent) of the outstanding stock capital of the Company in the following cases: (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or any change in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date ACL or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with any other Argentine applicable regulation presently in force regarding the rights in Section 4.2(b), conferred to minority shareholders unless the “Call Option”), and each member of Executive’s Group minority shareholders shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units.irrevocably waive those rights; (b) If any change of control in MHSA other than the Aggregator desires transfer of shares exclusively made by Group AB in favor of PM, or his heirs, or VM's heirs, or JM's heirs, or DALLPOINT, or any other company controlled by PM or DALLPOINT, or to any company affiliated with, controlled by or subject to common control with CGD; (c) any decision of any member of Group AB to sell, assign, encumber, transfer, pledge and/or dispose of any of its shares, voting rights or subscription rights of the Company. In the event that any of the members of Group AB shall decide to sell, assign, transfer, encumber, pledge and/or dispose of any of its shares, voting rights or subscription rights, Group CD shall be automatically entitled to exercise its call option on those particular shares, voting rights or subscription rights without any restriction whatsoever; (d) any default under the Call Option pursuant Loan Agreements executed by and between Group AB and CGD and Alfabanque on March 17, 2000 (the "Loan Agreements"). Any amount due to this Section 4.2, Alfabanque or to CGD under the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying Loan Agreements may be compensated with and/or set-off from the number and class of Units price to be paid by Group CD to Group AB or any of the members of Group AB as the price for Group AB's shares. The transfer of the Shares shall take place within a 30 (thirty) day period as from receipt of Group CD's call option notice by the members of Group AB. Payment of the price of the Shares purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, by Group CD thereby shall be made at the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitscall option. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with the Employer Grafton hereby grants to UNIVERSAL a 90 day call option (Call Option) to acquire Grafton's entire shareholding and share interests in ▇▇▇▇▇ comprising: i) its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause existExisting Shares; and ii) or in the event of a Restrictive Covenant Violation, the Aggregator such Additional ▇▇▇▇▇ Share Rights as Grafton shall have acquired Provided that the right, aggregate of the Existing Shares and Additional Kolar Share Rights (together “Total ▇▇▇▇▇ Shares”) shall not be more than 16,535,000 Total ▇▇▇▇▇ Shares (“Maximum Commitment”); b) the 90 day Call Option period shall commence on 16 August 2010 and UNIVERSAL acknowledges that 90 days shall be sufficient time for 12 months following, as applicable, each of it to conduct due diligence in relation to ▇▇▇▇▇ and to decide whether or not it wishes to exercise its call option; c) Where the Total ▇▇▇▇▇ Shares comprise only the Existing Shares the exercise price under the Call Option shall comprise: (i) the Termination Date or issue by UNIVERSAL to Grafton of 15,107,600 new shares in UNIVERSAL credited as fully paid and ranking pari passu with the existing shares in UNIVERSAL (the "Shares Consideration"); plus (ii) the legally binding commitment for UNIVERSAL to issue to Grafton over an 18 month period from the date of such violation or conduct (or, if later, exercise of the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall warrants to subscribe for: (a) 3,233,026 new shares in UNIVERSAL, such shares to be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group issued at a purchase price $0.75 per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Costshare; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units.and (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.23,233,026 new shares in UNIVERSAL, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units such shares to be purchased and the purchase price thereof issued at $0.90 per share all such shares in UNIVERSAL ranking pari passu with all other existing shares in UNIVERSAL (together the “Call NoticeWarrants Consideration”). Subject The Shares Consideration and the Warrants Consideration being together referred to as the “UNIVERSAL Consideration”. d) Where the Total ▇▇▇▇▇ Shares available is equal to the provisions of Section 5, Maximum Commitment the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to price under the Call Option shall be deemed comprise: (i) the issue by UNIVERSAL to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one Grafton of 34,888,850 new shares in UNIVERSAL by way of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units.Shares Consideration; plus (cii) The provisions the legally binding commitment for UNIVERSAL to issue to Grafton over an 18 month period from the date of this Section 4.2 shall cease exercise of the Call Option, warrants to subscribe for: (a) 7,466,214 new shares in UNIVERSAL, such shares to be effective upon the occurrence of a Sale Transaction issued at $0.75 per share; and (b) 7,466,214 new shares in connection with which all UNIVERSAL, such shares to be issued at $0.90 per share by way of the Units are cancelled in exchange for cash proceedsWarrants Consideration.

Call Option. (a) If Executive’s employment with If, at any time during the Employer period beginning on the date that both (y) Buyer issues to the Seller the Earnout Class A Shares pursuant to Section 1.13(a) and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (iz) the Termination Date or enterprise value of Buyer (ii) with respect to Buyer’s equity, valuing such equity based on the date closing price of such violation equity on Nasdaq, or conduct (or, if later, the date any other national securities exchange on which Buyer’s equity may then primarily be publicly traded) is equal to or greater than $5,000,000,000.00, and ending on the General Partner has actual knowledge thereof10 year anniversary of the Closing Date (the “Call Option Period”), Buyer elects, in its sole and absolute discretion, to purchase all of the outstanding equity interests (together with the rights in Section 4.2(b), the “Call OptionSMG Equity”)) of SMG, in one transaction, whether by a purchase of equity or a merger or consolidation involving Buyer or one of its Subsidiaries, in either case on a cash-free, debt-free basis and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at for a purchase price per Unit equal to the lesser trailing twelve-month GAAP revenue of (i) Fair Market Value of such Unit SMG (measured as of the date on which of the election Seller’s receipt of a Call Notice validly exercised and delivered by Buyer pursuant to purchase this Section 6.06), then (i) the Seller Parties shall, or shall cause any of their applicable Affiliates to, sell all of the SMG Equity to Buyer and consent to such units is delivered (the “Repurchase Notice Date”) sale to Buyer, and (ii) Cost; providedBuyer shall, that such or shall cause any of its applicable Affiliates to, purchase price shall not be less than zero. Except as provided all of the SMG Equity from the Seller Parties or their applicable Affiliates, in each case subject to the terms of this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units6.06. (b) If the Aggregator desires Buyer elects to exercise the Call Option its option pursuant to this Section 4.26.06(a), the Aggregator then Buyer shall send provide a written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject ) of such exercise to the provisions of Section 5, the closing Seller. The Call Notice shall contain written notice of the purchase shall take place at the principal office exercise of the Aggregator on rights of Buyer pursuant to Section 6.06(a) and shall include a complete due diligence request list of all confirmatory diligence needed by Buyer to consummate the purchase of the SMG Equity. Buyer and the Seller shall, and shall cause any of their respective, applicable Affiliates to, use reasonable good faith efforts to (i) finalize such confirmatory diligence as promptly as practicable, but in any event within 90 days of the date specified by of the Aggregator not later than Call Notice and (ii) negotiate and sign a mutually-acceptable definitive purchase agreement with customary terms and conditions, including customary representations, warranties, covenants (restrictive and otherwise) and indemnities, for the 30th day after SMG Equity and other definitive agreements reasonably necessary, which may include, but are limited to, clinical or administrative services agreements with SHCS hospitals, within 180 days of the giving date of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions In the event that a mutually-acceptable definitive purchase agreement is not signed by Buyer and the Seller (or their respective applicable Affiliates) within 120 days of the date of the Call Notice (as may be extended pursuant to the terms hereof), Buyer shall have the right to issue one additional Call Notice during the Call Option Period. Buyer’s rights and the Seller Parties’ obligations pursuant to this Section 4.2 6.06 shall cease terminate automatically if the transactions contemplated by a mutually-acceptable definitive purchase agreement are not consummated within 180 days of the date of the third Call Notice. (d) The Seller Parties have caused the members of SMG to enter into an equity transfer restriction agreement in the form attached hereto as Exhibit G (the “Equity Transfer Restriction Agreement”) restricting the members of SMG from transferring the SMG Equity during the Call Option Period, which Equity Transfer Restriction agreement shall be effective upon the occurrence of a Sale Transaction in connection with which all as of the Units are cancelled in exchange for cash proceedsClosing.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator The CABO Investor shall have the right (but not the obligation) (such right, the "Call Option") to purchase from the Unitholders all (but not less than all) of the outstanding Units not already held by the CABO Investor (other than any such Units held directly or indirectly by a Blocker Corporation) (such units, the "Non-CABO Investor Units") and all (but not less than all) of the outstanding equity securities of any Blocker Corporation not already held by the CABO Investor (such equity securities, the "Non-CABO Investor Blocker Interests") for 12 months followingan aggregate amount equal to the Option Price (with the Option Price to be further allocated among the Unitholders and Participants in accordance with the applicable provisions of this Agreement and the Call / Put Merger Agreement and the LTIP) pursuant to this Section B. If the CABO Investor wishes to exercise the Call Option, as applicable, each it shall deliver an irrevocable written notice of such determination (ithe "Call Exercise Notice") to the Termination Date or (ii) Company and the GTCR Investors during the period beginning on the date of such violation or conduct (orthat the financial statements for the Company for the period ending June 30, if later2025 have been delivered to the GTCR Investors and the CABO Investors, and ending on the date on which the General Partner has actual knowledge thereof), to purchase GTCR Investors deliver a Put Exercise Notice and not before or after such period (together with the rights in Section 4.2(b)such period, the “"Call Option”Period"), and each member of Executive’s Group shall be required to sell to . Once the Aggregator, all or any portion of Call Period has ended the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units terminate and Vested Incentive Unitsshall no longer be exercisable. (b) Within 20 business days following the delivery of a timely Call Exercise Notice, the Company shall deliver to the CABO Investor a statement showing the Company's good faith calculations of the Consolidated EBITDA Amount, the Option Price Enterprise Value, the Consolidated Total Net Indebtedness and the resulting Option Price Total Equity Value, including in each case reasonable detail with respect to the computation of each element thereof (the "Option Price Statement"). For illustrative purposes only, an example Option Price Statement is attached hereto as Exhibit B-1. If the Aggregator desires CABO Investor has any objections to the calculations set forth in the Option Price Statement, the CABO Investor shall deliver to the Company and the GTCR Investors a statement setting forth such objections (an "Option Price Objections Statement"). If an Option Price Objections Statement is not delivered to the Company and the GTCR Investors within 20 business days after delivery of the Option Price Statement to the CABO Investor, the calculations set forth on the Option Price Statement shall be final, binding, and non-appealable by the parties hereto, absent manifest computational error. If an Option Price Objections Statement is delivered by the CABO Investor, the Company, the GTCR Investors and the CABO Investor shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 20 business days after the delivery of the Option Price Objections Statement, then the parties shall submit such dispute to a nationally-prominent accounting or valuation firm with experience in the resolution of the type of disputes contemplated by this Section B, which does not have a material conflict of interest with respect to the Company, the GTCR Investors or the CABO Investor and which is reasonably acceptable to the GTCR Investors and the CABO Investor (the "Valuation Firm"). Any further submissions to the Valuation Firm must be written and delivered to each party to the dispute. The Valuation Firm shall make a final determination of the Consolidated EBITDA Amount, the Option Price Enterprise Value, the Consolidated Total Net Indebtedness and the resulting Option Price Total Equity Value, calculated with reference to such amounts to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit B-1. The parties will cooperate with the Valuation Firm prior to and during the term of its engagement, including by executing a customary engagement letter, and the Valuation Firm will be instructed to deliver a final resolution in writing to the parties within 20 business days of engagement. The determination of the Consolidated EBITDA Amount, the Option Price Enterprise Value, the Consolidated Total Net Indebtedness and the resulting Option Price Total Equity Value calculated with reference thereto, shall become final and binding on the parties on the date the Valuation Firm delivers its final resolution in writing to the parties. (c) Upon and following delivery of a Call Exercise Notice, the Company and the Investors shall take all actions set forth on Schedule C and shall work in good faith to promptly finalize the Call / Put Merger Agreement in respect of the Call Option in accordance with the terms of this Section B and Schedule C. The closing of the exercise of the Call Option shall occur in accordance with the terms set forth in the Call / Put Merger Agreement and Schedule C. An exercise of the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option B shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsan "Approved Sale" under this Agreement. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with the Employer At any time, and its Affiliates is terminated by the Employer from time to time, on or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationafter May 13, the Aggregator 2023, but prior to May 13, 2026, XPLR Member shall have the right, for 12 months following, as applicable, each of (i) but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b)acquire, the “Call Option”), and each member of Executive’s Group shall be required to sell subject to the Aggregatorlimitations and requirements of this Section 7.02, all or any portion of the Common outstanding Class B Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price that results in an Internal Rate of Return per Class B Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option purchased pursuant to this Section 4.27.02, measured from the Aggregator shall send written notice Effective Date to the Call Option Closing Date, of eleven percent (11%) on each member Class B Unit acquired upon the exercise of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof such Call Option (the “Call NoticeOption Purchase Price”). Subject to , upon the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing 7.02 (the “Call Option”). XPLR Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than XPLR or a subsidiary thereof; provided, however, that, in the event of any such assignment, XPLR Member and XPLR shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (i) To exercise the Call Option, XPLR Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (A) the date on which the Call Option is to each member be consummated (the “Call Option Closing”), which shall be seven (7) Business Days after the date of Executive’s Group the Call Option Notice (the “Call Option Closing Date”), (B) the number of its intention Class B Units to purchase be purchased, (C) the Call Option Purchase Price per Class B Unit, (D) a report in the form of the IRR Report showing the Internal Rate of Return as of the Call Option Closing Date, and (E) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting XPLR Common Units, or a combination of cash and Non-Voting XPLR Common Units, subject to the provisions herein other requirements of this Section 7.02, including the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that XPLR Member may issue a maximum of one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members seven (7) Business Days in advance of the Call Option Closing Date and shall be irrevocable. Delivery of the initial Call Option Notice may be made prior to the first date on which XPLR Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to May 13, 2023). 953941.04-WILSR01A - MSW (ii) The Class B Member Representative shall, at least four (4) Business Days prior to the Call Option Closing Date, deliver to the Company and XPLR Member a written election (the “Call Option Election Notice”), notifying XPLR Member as to whether any of the Class B Members elects to sell all or any portion of the Non-Voting XPLR Common Units to be issued as payment of the Call Option Purchase Price (“Call Exercise XPLR Units”) to a Person other than an Affiliate, Affiliated Fund, or Affiliated Investment Vehicle of such Class B Member (a “Third-Party Buyer”) within three (3) Business Days following the Call Option Closing Date (if applicable, the “Call Units Sale Date”) and specifying the number of Call Exercise XPLR Units (if any) to be sold by each Class B Member (a “Sale Election”). The Call Option Election Notice shall be irrevocable. If any of the Class B Members makes a Sale Election, then such Class B Members shall use commercially reasonable efforts to make arrangements with an underwriter, broker, or other sales agent to facilitate such sale (the “Sale Arrangement”) of the Call Exercise XPLR Units that are subject to the Sale Election on the Call Units Sale Date. The Class B Member Representative shall regularly update XPLR with respect to the negotiation of the Sale Arrangement, and XPLR shall use commercially reasonable efforts to cooperate with the Class B Member Representative in connection with sales of Call Exercise XPLR Units pursuant to such Sale Arrangement. (iii) The Class B Member Representative shall, at least two (2) Business Days prior to the Call Option Closing Date, deliver to the Company and XPLR Member a written notice (the “Call Option Sale Notice”), notifying the Company and XPLR Member as to whether any Sale Arrangement has been arranged, and, if so, the Agreed Sale Price per Call Exercise XPLR Unit and the number of Call Exercise XPLR Units to be sold by each applicable Class B Member on the Call Units Sale Date pursuant to such Sale Arrangement. The Call Option Sale Notice shall be deemed irrevocable. XPLR and such Class B Members shall use commercially reasonable efforts to apply cooperate in any sale of Call Exercise XPLR Units pursuant to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsSale Arrangement. (c) The provisions aggregate number of this Section 4.2 Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, shall cease be no more than: (i) from May 13, 2023, but prior to May 13, 2024, twenty-five percent (25%) of the total number of outstanding Class B Units; (ii) from May 13, 2024, but prior to November 13, 2024, fifty percent (50%) of the total number of outstanding Class B Units; (iii) from November 13, 2024, but prior to May 13, 2025, seventy-five percent (75%) of the total number of outstanding Class B Units; and (iv) from and after May 13, 2025, one hundred percent (100%) of the total number of outstanding Class B Units. 953941.04-WILSR01A - MSW (d) Non-Voting XPLR Common Units may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the XPLR Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) the Registration Rights Agreement shall be in effect with respect to the XPLR Common Units into which the Non-Voting XPLR Common Units are convertible, subject to and in accordance with the terms of the XPLR Limited Partnership Agreement; (iii) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto; (iv) XPLR must have an effective registration statement on file with the Commission covering resales of the underlying XPLR Common Units to be effective received upon conversion of the occurrence Non-Voting XPLR Common Units, and none of XPLR or its Affiliates has knowledge of any news, events, or developments that XPLR or such Affiliates believe would require it to suspend the use of such registration statement under Section 2.01(b) of the Registration Rights Agreement; (A) none of XPLR or its Affiliates has knowledge of previously undisclosed material news, events, or developments that XPLR or such Affiliate would be obligated to disclose publicly, under applicable Law or the rules of the National Securities Exchange on which the XPLR Common Units are listed, if XPLR or such Affiliate were offering and selling XPLR Common Units (or other publicly traded securities), the disclosure of which would reasonably be expected to negatively affect the trading price of XPLR Common Units on the applicable National Securities Exchange; and (B) XPLR (or its Affiliates) shall have publicly disclosed any material news, events or developments that would reasonably be expected to negatively affect the trading price of XPLR Common Units on the applicable National Securities Exchange at least one (1) full Trading Day (on which XPLR Common Units traded on the applicable National Securities Exchange without stop or interruption) prior to the issuance of any Call Option Notice; and (vi) in any exercise of the Call Option, the aggregate number of Non-Voting XPLR Common Units that will be issued to holders of Class B Units at the applicable Call Option Closing, together with all Non-Voting XPLR Common Units issued in all prior exercises of the Call Option, shall be no more than twenty-two and one half percent (22.5%) of the total number of outstanding XPLR Common Units on a Fully Diluted Basis (including any Non-Voting XPLR Common Units to be issued at the applicable Call Option Closing). (e) XPLR Member may pay any Call Option Purchase Price, at its option (subject to Section 7.02(d) above), in either cash, Non-Voting XPLR Common Units, or a combination of cash and Non-Voting XPLR Common Units. Any Call Exercise XPLR Units to 953941.04-WILSR01A - MSW be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be specified as the lesser of (X) the 10-day VWAP on the date of the Call Option Notice and (Y) the listed price of a XPLR Common Unit as of the end of trading on the date of the Call Option Notice; provided, however, that: (i) if any portion of the Call Option Purchase Price is to be paid in cash (the “Call Option Cash Portion”), then the Call Option Cash Portion paid on the Call Option Closing Date shall be reduced by an amount equal to four percent (4%) of the Call Option Cash Portion; (ii) if (A) any portion of the Call Option Purchase Price is to be paid in Non-Voting XPLR Common Units, (B) the Class B Members have elected to sell some or all of the Call Exercise XPLR Units through the applicable Sale Transaction Arrangement, and (C) the applicable Sale Unit Clawback Value is greater than zero (not to exceed the Clawback Cap), then the number of Call Exercise XPLR Units to be issued to such Class B Member at the Call Option Closing shall be reduced by a number of Call Exercise XPLR Units equal to the quotient obtained by dividing (y) the applicable Sale Unit Clawback Value by (z) the Issuance Price used in the calculation of the Call Option Purchase Price; and (iii) if any portion of the Call Option Purchase Price is to be paid in Non-Voting XPLR Common Units and the Class B Member Representative does not timely deliver a Call Option Sale Notice containing a Sale Election by one or more Class B Members to sell any of the Call Exercise XPLR Units to be issued as part of such Call Option Purchase Price, then the number of Call Exercise XPLR Units to be issued at the Call Option Closing shall be reduced by a number of Call Exercise XPLR Units equal to the quotient obtained by dividing (A) the applicable Held Unit Clawback Value by (B) the Issuance Price used in the calculation of the Call Option Purchase Price. (f) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than those created by this Agreement or securities Laws), to XPLR Member or its nominee; (ii) XPLR Member or its nominee will pay the Call Option Cash Portion (subject to reduction pursuant to Section 7.02(e), as applicable), if any, to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds; and (iii) XPLR shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting XPLR Common Units to the Class B Members (subject to reduction pursuant to Section 7.02(e), as applicable), and, in connection with therewith, XPLR shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such Non-Voting XPLR Common Units, as the case may be, to such Class B Members (or their nominee(s)). No fractional Non-Voting XPLR Common Units will be issued, and any fractional Non-Voting XPLR Common Units that otherwise would be issuable as part of the Call Option Purchase Price shall be rounded down to the nearest whole number of Non-Voting XPLR Common Units, and the Call Option Cash Portion shall be increased to reflect the value of such fractional Non-Voting XPLR Common Units. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental 953941.04-WILSR01A - MSW Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the Effective Date until the date of the actual Call Option Closing. (g) Following consummation of the Call Option pursuant to which all of the a Class B Member’s Class B Units are cancelled acquired by XPLR Member (or its nominee), the Managing Member will amend this Agreement to reflect the withdrawal of such Class B Member and the transfer of the Class B Units effective as of the applicable Call Option Closing. (h) If, in exchange the exercise of any Call Option, the number of Class B Units to be purchased is less than all of the outstanding Class B Units and there are multiple holders of such Class B Units, the Class B Units so purchased will be acquired pro rata from the Class B Members (other than XPLR Member and its Affiliates, if they hold Class B Units) based on the number of Class B Units held. (i) Each Member agrees to cooperate fully with the Company, the Managing Member, and XPLR to effect the Call Option Closing, including using its reasonable best efforts to obtain all applicable Governmental Authorizations, and entering into any agreements and instruments and executing any certificates or other documents the Managing Member reasonably deems necessary or appropriate to consummate the Disposition of the Class B Units. The Class B Members and XPLR agree to use commercially reasonable efforts to coordinate with the Transfer Agent to record the issuance of Non-Voting XPLR Common Units, as the case may be, to such Class B Members (or their nominee(s)). (j) XPLR Member or its nominee shall be entitled to deduct and withhold from each Call Option Purchase Price the amounts each XPLR Member or its nominee is required to deduct and withhold under any applicable Law, and amounts so withheld and properly remitted to the appropriate Governmental Authority shall be deemed paid for cash proceedsall purposes of this Agreement to the Person with respect to which such amount was withheld; provided that any such amounts shall be specified by XPLR Member in the applicable Call Option Notice; provided, further, that if, on the Call Option Closing Date, the Class B Members deliver to XPLR Member or its nominee withholding certificates pursuant to Treasury Regulations Section 1.1445-2(b)(2) and, in the case of a sale of the Class B Units, IRS Notice 2018-29, that the Class B Member (or if such entity is a disregarded entity, its regarded owner) is not a non-U.S. person, XPLR Member or its nominee shall not withhold any amounts under Section 1445 or Section 1446(f) of the Code unless there is a change in applicable Law prior to the Call Option Closing Date that requires such withholding.

Call Option. (a) If Executive’s employment with Subject to Section 3.1 hereof, at any time on and from the Employer and its Affiliates is terminated by earlier of (1) the Employer or its Affiliates for Cause date falling 10 months from the date hereof (or if Executive voluntarily resigns Executive’s employment any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 6.4 below or otherwise) and (2) the Employer and its Affiliates when grounds for Cause exist) or in the event occurrence of a Restrictive Covenant Violation▇▇▇▇▇▇ Insolvency Event, until the date falling 36 months from the date hereof (the “Option Period”), the Aggregator Purchaser shall have the right (such right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required but not the obligation, to exercise an option to require the Holder to sell to the Aggregator, Purchaser the Call Exercise Percentage (as set out in the relevant Exercise Notice) of all or any portion the rights and interests in respect of the Common Units and Vested Incentive Units then held Investment (which Option may be exercised any number of times, each time by such member an Exercise Notice referring to a separate Call Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Call Exercise Percentage of Executive’s Group at a purchase price per Unit equal to each of the lesser of following: (i) Fair Market Value ownership of such Unit (measured as of all Securities provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and hereof; (ii) Costownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof; (iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof; providedand (iv) any other rights, that such purchase price shall not be less than zero. Except interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto, in each case as provided in this Section 4.2(aadjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Securities, Warrants, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), no Call in each case, for the Option shall exist with respect to the Executive’s Common Units and Vested Incentive UnitsExercise Price. (b) If the Aggregator desires to exercise The Call Exercise Percentage set out in each Exercise Notice shall not exceed the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsExercise Percentage Cap. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of ) (i) In consideration for the Termination Date payment in full to the SEI Stockholders of the "Call Option Payment," as provided in Section 1.1(a)(ii) hereof, the SEI Stockholders hereby severally grant to the Management Company the right and option (the "Call Option") to purchase, upon the occurrence of any of the "Call Triggering Events" described below, (x) with respect to any Call Triggering Event which occurs prior to the Initial Public Offering, all, and not less than all, of the SEI Common Stock owned by the SEI Stockholders or any of their transferees (other than FBC); and (y) with respect to any Call Triggering Event which occurs thereafter, all Shares of the Successor Entity which, pursuant to Section 6(b) of the Strategic Stockholders Agreement, are deemed to be shares of SEI Common Stock and which are owned by the SEI Stockholders or any of their transferees (other than FBC and excluding Shares transferred pursuant to Section 3(a)(i) or 3(a)(ii) of the Strategic Stockholders Agreement); (the Shares subject to the Call Option are referred to herein as the "SEI Option Shares"). (ii) Concurrently with the date execution and delivery of such violation or conduct (or, if laterthis Agreement, the date on which Management Company has paid to the General Partner has actual knowledge thereofSEI Stockholders an aggregate of SIXTY- FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($64,500,000), in amounts set forth on Schedule 1.1(a) hereof, by wire transfer of immediately available funds to purchase the bank accounts designated by the SEI Stockholders on Schedule 1.1(a) hereto (the "Initial Payment"). The Management Company agrees to pay, without offset, to the order of the SEI Stockholders, on or prior to June 30, 1996, an aggregate of an additional FIFTEEN MILLION SIX HUNDRED THOUSAND DOLLARS ($15,600,000) (the "Additional Payment"), together with interest on the rights unpaid balance thereof from February 20, 1996, to the extent that such amount has not been paid in Section 4.2(b)full on or prior to February 20, 1996, at the “Call Option”), and each member rate of Executive’s Group 7% per annum; any amounts paid by the Management Company pursuant to this sentence shall be required applied first to sell to any accrued but unpaid interest, with the Aggregator, all or any portion balance applied against the unpaid amount of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zeroAdditional Payment. Except as provided in this Section 4.2(a), no Call Option shall exist All payments with respect to the Executive’s Common Units Additional Payment shall be made by wire transfer of immediately available funds to the bank accounts designated by the SEI Stockholders on Schedule 1.1(a) hereto, and Vested Incentive Unitsshall be allocated among the SEI Stockholders pro rata in the same percentages as the --- ---- percentage of the Initial Payment allocated to each SEI Stockholder in Schedule 1.1 (a) hereto bears to the total aggregate Initial Payment. The sum of the Initial Payment, the Additional Payment, and interest, if any, payable thereon is referred to in this Agreement as the "Call Option Payment." (b) If The "Call Triggering Events," and the Aggregator desires time periods for delivery of election notices with respect thereto, shall be as follows: (x) death of Saban prior to the 17th anniversary of the date of this Agreement -- 12 calendar months following death; (y) upon delivery of written notice by the Management Company of exercise of the Call Option at any time on or after the seventh anniversary of the date of this Agreement and on or prior to the seventeenth anniversary of the date of this Agreement -- notice may be given at any time during the period; or (z) upon receipt by FBC of written notice from Saban of his election pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing 7(a)(i) of the purchase shall take place at the principal office Strategic Stockholders Agreement to cause a Call Triggering Event hereunder -- notice must be given within 20 business days after receipt of the Aggregator on a Saban's notice. The date specified by the Aggregator not later than the 30th day after the giving of the Call NoticeTriggering Event to which the exercise of the Call Option relates shall be the "Effective Date" of the Call Option; provided, -------- that the Effective Date of a Call Triggering Event under (z), above, shall be the Effective Date of the option under Section 7(a) of the Strategic Stockholders Agreement to which the notice effecting such Call Triggering Event relates. Notwithstanding the foregoing, if the Aggregator elects The failure or decision not to exercise the Call Option pursuant to this Section 4.2 (or elects upon the occurrence of any Call Triggering Event shall not affect FBC's right to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the any subsequent Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsTriggering Event. (c) The provisions Call Option Payment is payment in consideration for the grant of this Section 4.2 the Call Option, and shall cease not be a credit against, or a deduction from, the purchase price payable to be effective the SEI Stockholders upon the occurrence sale of a Sale Transaction in connection with which all Shares pursuant to the exercise of the Units are cancelled in exchange for cash proceedsCall Option.

Call Option. (a) If ExecutiveOn or after the date that is ***** after the Closing Date, any Investment Member (the “Initiating Member”) may, by delivery of a notice (the “Call Notice”) to the remaining Members (each a “Call Notice Recipient”), elect to purchase all, but not less than all of the Investment Units owned by such other Members and, at the Initiating Member’s employment option, all of the Series B-2 Common Units owned by all other Members; provided, that the aggregate purchase price for any such Investment Units, as specified in the Call Notice shall be not less than the Minimum Call Price (as defined on Exhibit A hereto) and the price for any Series B-2 Common Units, if applicable, shall be the same price, on a per Unit basis, as the price for the Series B-1 Common Units, as specified in the Call Notice (the “Call Consideration”); and, provided further, that the amount of consideration in the aggregate equal to the Redemption Amount for the Series A Preferred Units subject to the Call Notice shall be allocable to such Series A Preferred Units and the amount of consideration in the aggregate in excess of such amount shall be allocable to the Common Units. In addition, at any time after the date hereof, upon the occurrence of an Insolvency Event with respect to any Member or, in the Employer and its Affiliates is terminated by case of Lions Gate the Employer occurrence of an Insolvency Event as to LGEC (the Member affected (which shall be Lions Gate or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or Permitted Transferee in the event of a Restrictive Covenant Violationan Insolvency Event of LGEC), the Aggregator “Affected Member”), (i) the remaining Investment Members may collectively deliver a Call Notice to such Affected Member at which time the remaining Investment Members will collectively be deemed to be an Initiating Member for purposes hereof and, subject to the provisions regarding a Counter Offer below, shall be entitled to purchase their pro-rata portion of the Units of the Affected Member and (ii) the Affected Member shall not be able to issue a Call Notice as an Initiating Member pursuant this Section 9.7. (b) Each of the Call Notice Recipients that are Investment Members shall have the rightoption, exercisable within 30 days of the date of delivery of the Call Notice pursuant to Section 9.7(a), to give written notice (the “Call Exercise Notice”) to the Initiating Member and each other Call Notice Recipient of whether such Call Notice Recipient elects to (i) make, individually or together with any other Investment Member, a counter-offer (a “Counter Offer”) for 12 months followingall of the Investment Units owned by the Initiating Member and each other Call Notice Recipient not participating in the Counter Offer and, at the such Member(s)’ option, all of the Series B-2 Common Units owned by such other Members, at a price equal to the Call Consideration plus a premium of at least 5% of such Call Consideration or (ii) have the Initiating Member purchase all of the Investment Units and Series B-2 Common Units, if applicable, such Call Notice Recipient owns for an amount equal to the Call Consideration. Within 15 days of the date of delivery of a Counter Offer, the Initiating Member and each other Call Notice Recipient not participating in the Counter Offer shall give written notice to any Call Notice Recipients or group thereof delivering a Counter Offer of whether such Member elects to (1) accept the Counter Offer or (2), in the case of Investment Members, provide a Counter Offer thereto with Call Consideration not less than 105% of the amount of consideration, on a per share basis, provided in the Counter Offer. To the extent that the Initiating Member or a Call Notice Recipient or group thereof elects to provide a Counter Offer pursuant to clause (b)(1) above, the process described above in this subsection (b) shall be repeated as necessary with each succeeding offer being at least 105% of the highest amount offered as Call Consideration on a per Unit basis by the other Members. Upon acceptance of either the Call Notice or a Counter Offer all Members other than the Call Recipient(s) or Initiating Member making the accepted offer, shall be obligated to sell their Investment Units and, if applicable, Series B-2 Common Units at the price specified in the accepted Call Notice or Counter Offer. If a Call Exercise Notice or response to a Counter Offer is not delivered by any Call Notice Recipient or Initiating Member, as applicable, each prior to (I) in the case of (i) the Termination Date Call Notice, the end of the 30-day period referred to above or (iiII) in the case of a Counter Offer, the end of the 15-day period referred to above, then, on such last day of the applicable period, each such non-replying Call Notice Recipient shall be deemed to have delivered a Call Exercise Notice electing to have the Initiating Member purchase all of the Investment Units and, if applicable, Series B-2 Common Units it owns or an acceptance of the Counter Offer, as applicable. Following the election or deemed election of the Members pursuant hereto, the purchasing Member(s) (each, a “Call Purchasing Member”) shall deliver the aggregate purchase price to the selling Member(s) (each, a “Call Selling Member”) at the closing which shall be held on the date specified by the Call Purchasing Member(s) but not later than the 20th day following the date of the last acceptance or deemed acceptance of the Call Notice or Counter Offer, as applicable, governing such violation a sale (or conduct (orif the HSR Act is applicable to such transaction, on the date the waiting period required, including any extensions thereof, shall have expired but in no event longer than 180 days after such date). Such purchase price shall, unless otherwise agreed upon by the Call Selling Member(s) and Call Purchasing Member(s), be paid in cash, at the closing, by wire transfer of immediately available funds to an account designated by the Call Selling Member(s) for such purpose at least two Business Days prior to the closing date. At the closing, the Call Selling Member(s) shall deliver to the Call Purchasing Member(s), free and clear of all Encumbrances, the Units to be transferred to the Call Purchasing Member(s), accompanied by transfer documents substantially in the form of Schedule 9.7(b) in favor of the Call Purchasing Member(s) and such other documents, if laterany, as are necessary to convey to the date on which Call Purchasing Member(s) the General Partner has actual knowledge thereofUnits subject to such purchase, in form and substance reasonably satisfactory to the Call Purchasing Member(s) (such transaction the “Call Transaction”). (c) To the extent that, at any time during the period of twelve (12) months following the consummation of a Call Transaction, any Call Purchasing Member consummates a transaction to purchase sell any Units (together with the rights in Section 4.2(ba “Subsequent Transaction”), the “Call Option”)Purchasing Member shall, within two (2) days of the consummation thereof, provide notice of such Subsequent Transaction to the Call Selling Members and each member of Executive’s Group the Call Selling Members shall be required entitled to sell receive, for each series of Units their pro-rata share of an amount equal to the Aggregator, all or any portion product of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to (a) the lesser of (i) the number of Units of such series sold by the Call Purchasing Member in the Subsequent Transaction and (ii) the number of Units of such series purchased by the Call Purchasing Member in the Call Transaction times (b) the difference between (i) the Fair Market Value of the consideration or, in the case of cash, the amount of such cash, received by the Call Purchasing Member, on a per Unit (measured as basis for such series of Units, in the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) Subsequent Transaction and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise amount of consideration received by the Call Option pursuant to this Section 4.2Selling Member, on a per Unit basis for such series of Units, in the Call Transaction (such amount, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Additional Call NoticeAmount”). Subject For purposes of the preceding sentence, the Call Selling Members’ pro-rata share for each series of Units shall be equal to the provisions of Section 5Additional Call Amount multiplied by a fraction, the closing numerator of which is the purchase number of Units of such series sold by such Call Selling Member in the Call Transaction and the denominator of which is the aggregate number of Units of such series sold by all Call Selling Members in the Call Transaction. Such Additional Call Amount, unless otherwise agreed upon by the Call Selling Member(s), shall take place be paid, at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving option of the Call Notice. Notwithstanding Purchasing Member, in cash or in-kind with the foregoingactual consideration received in the Subsequent Transaction, if within 10 days of the Aggregator elects not to exercise closing date of the Subsequent Transaction (or such later date as is necessary for purposes of determining the Fair Market Value of the consideration received by the Call Option Purchasing Member in the Subsequent Transaction pursuant to this Section 4.2 (or elects 9.9 below), by wire transfer of immediately available funds to exercise an account designated by the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase Selling Member(s) for such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitspurpose. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with the Employer At any time, and its Affiliates is terminated by the Employer from time to time, on or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationafter [●], the Aggregator 2025,7 but prior to [●], 2030,8 NEP Member shall have the right, for 12 months following, as applicable, each of (i) but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b)acquire, the “Call Option”), and each member of Executive’s Group shall be required to sell subject to the Aggregatorlimitations and requirements of this Section 7.02, all or any portion of the Common outstanding Class B Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price that results in an Internal Rate of Return per Class B Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option purchased pursuant to this Section 4.27.02, measured from the Aggregator shall send written notice applicable Acquisition Date of such Class B Unit to each member the Call Option Closing Date, of Executive’s Group of its intention to purchase Units, specifying the number six and class of Units to be purchased and the purchase price thereof three quarters percent (6.75%) (the “Call NoticeOption Purchase Price”). Subject to , upon the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a Subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP 7 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 8 NTD – To be the date that is the [Flip Date]. 868227.24-WILSR01A - MSW shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to each member be consummated (the “Call Option Closing”), (ii) the number of Executive’s Group Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of its intention consideration to purchase be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02, and the provisions herein with respect respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that NEP Member may issue a maximum of (A) three (3) Call Option Notices in any calendar year and (B) one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members at least seven (7) Business Days and no more than ten (10) Business Days in advance of the Call Option Closing Date and shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandisirrevocable. If more than one Delivery of the Blackstone Limited Partnerinitial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, the Carlyle Limited Partnerno Call Option Closing shall occur prior to [●], and the H&F Limited Partner shall so elect20259). No Call Option Notice may be delivered, then such electing Limited Partners shall nor may any Call Option Closing be entitled consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year (or any other expected public announcement of earnings or other “blackout period” under NEP Member’s trading policies that are applicable to participate on a pro-rata basis, proportionate to their then-current ownership all holders of NEP Common Units). (c) The provisions following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued, (A) for a number of Class B Units that is less than five percent (5%) of the Class B Units outstanding on the date of the applicable Call Option Notice; and (B) if, and to the extent that, as a result of such exercise, on the applicable Call Option Closing Date, the holders of Class B Units other than the NEP Class B Parties would own less than fifteen percent (15%) of the Class B Units then outstanding, unless, in the case of this Section 4.2 clause (B), the exercise of such Call Option is for the purchase of all remaining Class B Units not held by the NEP Class B Parties; (ii) the number of Class B Units purchased pursuant to the exercise of one or more Call Options during (A) any calendar quarter shall cease not exceed twenty-five percent (25%) of the total number of outstanding Class B Units; and (B) any calendar year shall not exceed fifty percent (50%) of the total number of outstanding Class B Units; (iii) if NEP Member (or its nominee) is required to be effective upon the occurrence of a Sale Transaction purchase Blocker Interests in connection with which all such Call Option in accordance with Section 7.02(n), then the 9 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 868227.24-WILSR01A - MSW number of Class B Units purchased pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker as set forth on Schedule 3 or the exact number of Class B Units directly or indirectly owned, in the aggregate, by any two or more Blockers as set forth on Schedule 3 (such that the purchase of Blocker Interests pursuant to such Call Option provides NEP Member (or its nominee) the indirect ownership through such Blocker(s) of the number of Class B Units set forth in such Call Option Notice); and (iv) the aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, be no more than: (A) from [●], 2025,10 but prior to [●], 2026,11 twenty percent (20%) of the total number of outstanding Class B Units; (B) from [●], 2026,12 but prior to [●], 2027,13 forty percent (40%) of the total number of outstanding Class B Units; (C) from [●], 2027,14 but prior to [●], 2028,15 sixty percent (60%) of the total number of outstanding Class B Units; (D) from [●], 2028,16 but prior to [●], 2029,17 eighty percent (80%) of the total number of outstanding Class B Units; and (E) from [●], 2029,18 but prior to [●], 2030,19 one hundred percent (100%) of the total number of outstanding Class B Units. (d) Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are cancelled listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) the Registration Rights Agreement is in exchange for cash proceedseffect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Limited Partnership Agreement; 10 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 11 NTD – To be the date that is the [sixth (6th)] anniversary of the Effective Date. 12 NTD – To be the date that is the [sixth (6th)] anniversary of the Effective Date. 13 NTD – To be the date that is the [seventh (7th)] anniversary of the Effective Date.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of At any time following (i) the Termination Date or third (3rd) anniversary of the Effective Date, (ii) a ▇▇▇▇▇▇ Estate Trigger Date, or (iii) the date of such violation or conduct (orCall Trigger Date, if later▇▇▇▇▇ shall have the option, but not the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send deliver written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”) to ▇▇▇▇▇▇ of ▇▇▇▇▇’▇ exercise of its right to purchase the ▇▇▇▇▇▇’▇ entire Interest in the Company (the “Called Interest”). Subject . (b) The purchase price of the Called Interest (the “Call Price”) shall be determined by multiplying (i) the Percentage Share of the Called Interest, times (ii) the Fair Market Value of the Company as a whole determined as of the date of the Call Notice as if (A) the assets of the Company were sold at their Fair Market Value for cash; (B) all liabilities to third parties were paid (but excluding defeasance fees, prepayment fees, and other expenses of a sale of assets not actually incurred by the Company in connection with the purchase of the Called Interest); and (C) the net proceeds were distributed to the provisions Members in complete liquidation of Section 5the Company; provided, that, the closing amount of any Member Loan owed by the holder of the purchase Called Interest to ▇▇▇▇▇ shall take place at be deducted from the principal office Call Price, as shall any undisputed Losses for which ▇▇▇▇▇ has not been indemnified, provided that the amount of any claimed Losses for which ▇▇▇▇▇ has not been indemnified which is disputed shall be escrowed pending entry of a final arbitral award or the Aggregator on final judgment of a date specified by court of competent jurisdiction. In the Aggregator not later than event that ▇▇▇▇▇ and ▇▇▇▇▇▇ are unable to agree upon the 30th day Fair Market Value within thirty (30) days after the giving date of the Call Notice. Notwithstanding , then the foregoingFair Market Value shall be determined as follows (the “Arbitrated Fair Market Value”): (i) Promptly following the expiration of the foregoing thirty (30) day period, if ▇▇▇▇▇ and ▇▇▇▇▇▇ (for purposes of this Section 8.7, the Aggregator elects not “Call Members”) shall use commercially reasonable efforts to exercise agree upon and appoint an arbitrator (“Arbitrator”) in accordance with Section 12.3 hereof. (ii) Within ten (10) days of the appointment of the Arbitrator, the Call Option pursuant Members shall each separately submit to this Section 4.2 the Arbitrator (and simultaneously to the other Call Member) such Call Member’s determination of the Proposed FMV. After the submission of any Proposed FMV, no Call Member may make any additions, deletions, or elects changes in such Proposed FMV. If either Call Member fails to exercise submit its Proposed FMV to the Call Option arbitrator within such time period, time being of the essence with respect to less than all Units)thereto, the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option Member shall be deemed to apply have irrevocably waived its right to such applicable Limited Partner(s) mutatis mutandis. If more than one submit a Proposed FMV, in which event the Arbitrator shall accept the Proposed FMV of the Blackstone Limited Partner, submitting Party as the Carlyle Limited Partnerproper amount of the Fair Market Value of the Company, and the H&F Limited Partner shall so elect, then such electing Limited Partners Proposed FMV shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsdeemed the Arbitrated Fair Market Value. (ciii) The If each Party submits a Proposed FMV within the period described in subsection (ii) above, the Arbitrator shall select as the Arbitrated Fair Market Value whichever of the Proposed FMVs submitted by the Call Members the Arbitrator believes is the more accurate determination of the Fair Market Value of the Company. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Section 4.2 Agreement or Proposed FMVs submitted by the Call Members. The Arbitator’s determination of Arbitrated Fair Market Value shall cease to be effective binding upon ACTIVE 203377426v.6 the occurrence of a Sale Transaction in connection with which all Call Members, and such Arbitrated Fair Market Value shall be used for the calculation of the Units are cancelled in exchange for cash proceedsCall Price.

Call Option. (a) If Executive’s employment with In consideration of Buyer's undertakings herein and in the Employer Transaction Documents, the receipt and its Affiliates is terminated sufficiency of which are hereby acknowledged by Seller, Seller hereby grants to Buyer, subject to the Employer provisions of Article 18 hereof, an exclusive and irrevocable option to purchase from Seller the Option Shares (the "Call Option"), free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with encumbrances of any nature whatsoever; provided, however, that the Employer and its Affiliates when grounds for Cause exist) or Call Option shall not be exercisable by Buyer in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of that an amount that is fifty-one one-hundredths (i51/100) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured the Company, as of determined by utilizing the date on which procedures set forth in Section 9.5(b), is less than the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided for the Option Interest set forth in this Section 4.2(a9.5(a)(ii), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires Buyer may give written notice to Seller of Buyer's intention to exercise the Call Option (the "Call Notice") at any time during the six (6) month period beginning on the date the Station commences operations pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof program test authority (the “"Option Period") or if the FCC imposes a holding period on the Seller then during the six (6) month period following the first anniversary of the Station's commencement of broadcast operations. In the event that Buyer fails to give Seller the Call Notice”). Subject Notice prior to the provisions of Section 5, the closing end of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoingOption Period, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandisexpire. If more than one Buyer timely gives Seller the Call Notice but the Call Option is not exercisable due to the limitation set forth in the provision to Section (a) hereof, then Buyer's Call Option shall remain in full force and effect for the remainder of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsOption Period. (c) The provisions Within five (5) business days of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all Seller's receipt of the Units Call Notice, Seller and Buyer shall file with the FCC the application for the FCC Consent and shall file such notices with, and obtain such approvals of, any other governmental authorities that are cancelled in exchange required for cash proceedsthe acquisition by Buyer of the Option Shares and shall diligently and expeditiously prosecute such filings.

Call Option. (a) If Executive’s employment with Each Management Party agrees for himself or herself and all other Individual Related Parties who acquire Shares or Options from such Management Party that the Employer Company and its Affiliates is terminated by the Employer or its Affiliates for Cause Green Parties will have a call right (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”) solely for cash consideration, on his or her Shares, including, but not limited to any Shares acquired by such Management Party and Individual Related Party upon the exercise of Options after the termination of such Management Party’s employment (the “Callable Shares”). Except in the event that a Management Party is terminated for Cause (in which event the Call Option will not expire as to any Shares), such Call Option will, as to each Management Party and his or her Individual Related Parties (i) expire upon the first anniversary of the date hereof as to 20% of the Shares owned by such Management Party on the date hereof and with respect to any Options held by such Management Party as of the date hereof, as to 20% of the Shares subject to such Options (and as to any Shares or Options acquired thereafter, the periods identified in this Section 2.8 shall be applied from the date of such acquisition), and (ii) expire as to an additional 20% of such Shares and with respect to any Options, as to an additional 20% of the Shares subject to such Options, on each member subsequent anniversary through the fifth anniversary of Executivethe date hereof (or in the case of a later acquisition, thereof). Upon the termination of a Management Party’s Group employment with the Company or any subsidiary of the Company for any reason including, without limitation, the voluntary termination or resignation, dismissal, involuntary termination, death, retirement or Permanent Disability of such Management Party (or, with respect to Shares acquired upon the exercise of Options following such termination of such Management Party’s employment, upon the exercise by a Management Party or Individual Related Party of such Options following such termination) (each, a “Call Event”), the Green Parties may exercise the Call Option by written notice (a “Call Option Notice”) delivered to the Management Party and any applicable Individual Related Parties (with a copy to the Company) within ninety (90) days after the receipt by the Chosen Buyer (defined for this purpose the same as in Section 2.7.1(b)) of notice of such Call Event (the “Exercise Date”). With respect to Options exercised after termination of employment, such 90-day period shall commence on the date of such exercise. To the extent a Management Party (and or his or her Individual Related Parties) holds Shares that were purchased or acquired in a proportionate “strip” of securities comprising Common Stock, Series A Preferred Stock and Series B Preferred Stock, the Call Right will be required exercised with respect to each class comprising such “strip” in a proportionate manner as to such Shares. Upon the giving of a Call Option Notice, the Green Parties will be obligated to purchase and the Management Party will be obligated to sell to the Aggregator, all or any lesser portion indicated in the Call Option Notice of the Common Units and Vested Incentive Units then held Callable Shares owned at the time of the Call Event by the Seller for consideration calculated as set forth below: (i) in the case of termination of employment of such member of Executive’s Group at a purchase price per Unit equal to Management Party for Cause, the consideration will be the lesser of the Cost of such Shares to such Management Party and Fair Market Value on the Exercise Date; and (iii) in the case of any other termination of such Management Party (including dismissal, death, Retirement or Permanent Disability) or in the case of voluntary termination of employment of such Management Party, the consideration will be Fair Market Value of such Unit (measured as of the date relevant Shares on which the election to purchase such units is delivered (the “Repurchase Notice Exercise Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If To the Aggregator desires to exercise extent the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention Green Parties do not collectively elect to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option all Callable Shares pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited PartnerNotice, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners Company shall be entitled to participate on elect to purchase any or all Callable Shares not so subject to the Call Option Notice, exercisable by delivery of a pro-rata basiswritten notice (the “Second Call Notice”) to the Management Party (who shall provide a copy to each Individual Related Party then holding Callable Shares) within thirty (30) days after delivery of the Call Option Notice. The Company shall be entitled to elect to purchase up to all of the remaining Callable Shares. Delivery of the Call Option Notice or a Second Call Notice, proportionate as the case may be, constitutes an irrevocable election to their then-current ownership purchase and, upon giving such notice the Chosen Buyers will be obligated to purchase and the Management Party and such Individual Related Parties (each, a “Seller”) will be obligated to sell all or any lesser portion of Unitsthe Callable Shares indicated in the Call Option Notice or the Second Call Notice, as applicable. The cash consideration to be paid for the Callable Shares purchased in connection with any Call Event shall be the same as set forth in Section 2.8(a) above. (c) The provisions closing for all purchases and sales of Callable Shares pursuant to this Section 2.8 will be at the principal executive offices of the Company within 30 days of the Exercise Date. The purchase price for the Callable Shares will be paid in cash, by cashier’s check or by wire fund. The Seller will cause the Callable Shares to be delivered to the Chosen Buyer at the closing free and clear of all liens, claims, charges or encumbrances of any kind, other than those which continue to apply pursuant to the terms of this Agreement. Such Seller will take all such actions as the Chosen Buyer reasonably requests to vest in the Chosen Buyer title to the Callable Shares free of any lien, claim, charge, restriction or encumbrance incurred by or through the Seller. (d) For purposes of this Section 4.2 shall cease to be effective upon 2.8, the occurrence of a Sale Transaction in connection with which all of following terms have the Units are cancelled in exchange for cash proceeds.following meanings:

Call Option. (a) If Executive’s employment with Blaze hereby grants to Wastech the Employer right and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), option to purchase the Subsidiary Stock (together with the rights in Section 4.2(b), the “Call Option”) for the Exercise Price (as hereinafter defined). The Call Option may only be exercised by Wastech delivering a written notice of exercise of the Call Option to Blaze at its executive offices, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, or such other place as the Purchaser may designate by written notice to the Seller, together with the Exercise Price, duly endorsed by the Seller. The Call Option granted hereunder may only be exercised in whole. Except as set forth in Section 7.1(b), the Call Option may be exercised at any time, and each member of Executive’s Group shall be required to sell for any reason in its sole discretion, prior to the Aggregator, all or any portion of second anniversary (24 months) from the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered Closing Date herein (the “Repurchase Notice DateExercise Term”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the The Call Option pursuant to this Section 4.2shall automatically terminate when all of the following conditions are true: (i) if Blaze’s common stock is trading on the OTCQX over the counter market system, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase with a daily closing price thereof (the “Call NoticeMarket Value”). Subject ) is equal to or above Fifty Cents ($0.50) per share for a period of Ninety (90) consecutive days prior to the provisions of Section 5, the closing expiration of the Exercise Term; provided, that, during the said Exercise Term, Wastech and Blaze, refrain from, and shall cause respective officers and directors to refrain from, engaging in market transactions in the sale or purchase shall take place at of Blaze’s common stock, which, in and of themselves, cause the principal office Market Value of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoingBlaze’s common stock to equal, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (exceed or elects to exercise the Call Option with respect to be less than all Units), (as the Blackstone Limited Partner, case may be) Fifty Cents ($0.50) per share for purposes of invoking or avoiding (as the Carlyle Limited Partner, and case may be) the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions provision set forth in this Section 4.2 by providing written notice 7.1(b); (ii) Blaze has filed a Form 10 registration statement with the Securities and Exchange Commission to each member register its common stock pursuant to Section 12(g) of Executive’s Group of its intention to purchase Unitsthe Securities and Exchange Act, and the provisions herein with respect such registration statement has become effective and all comments resolved to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one satisfaction of the Blackstone Limited Partner, Securities and Exchange Commission; (iii) Blaze is current in its reporting requirements under Sections 13 or 15 of the Carlyle Limited Partner, Securities Exchange Act; and (iv) Blaze’s common stock is then trading on the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsOTCQX over the counter market system. (c) The provisions For purposes of this Section 4.2 shall cease to be effective upon 7.1 the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.term “

Call Option. Subject to the provisions hereof, the Buyer shall have the right but not the obligation to acquire and the Seller shall have the obligation to transfer all of its right, title and interest in the Property; provided, that, at the time of the consummation of the closing relating to any Facility and the applicable portion of the Property relating thereto (each, a "Closing"), (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationsubject to Section 10.2 hereof, the Aggregator Seller shall have fulfilled all of its obligations hereunder relating to such Facility and the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any applicable portion of the Common Units Property relating thereto and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal (b) subject to the lesser provisions of (i) Fair Market Value of such Unit (measured as Section 10.2 hereof, all of the date on which conditions precedent to the election Buyer's obligation to purchase such units is delivered consummate the applicable Closing set forth in Sections 10 and 11 of this Agreement shall be satisfied (the “Repurchase Notice Date”matters referred to in the foregoing clauses (a) and (iib) Cost; providedare referred to herein as the "Closing Conditions"). The Buyer's right to acquire the Seller's interest in any Facility (the "Call Right") shall be exercisable, that such purchase price shall upon not be less than zerothirty (30) days' prior written notice (the "Call Notice") during the Facility's Exercise Period. Except as provided in this Section 4.2(a)Within fifteen (15) days after the Seller's receipt of the Call Notice, no Call Option the Seller shall exist with respect deliver to the Executive’s Common Units and Vested Incentive Units. (b) If Buyer the Aggregator desires to exercise Seller's calculation of the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased Facility Purchase Price and the purchase price thereof (financial information used to calculate the “Call Notice”)Facility Purchase Price. Subject to the provisions of Section 512 hereof, the closing of Closing relating to any Facility with respect to which the purchase Buyer has exercised its Call Right shall take place at occur on the principal office of the Aggregator on a specific date specified designated by the Aggregator not later than the 30th day after the giving of Buyer in the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option which date shall be deemed to apply to such applicable Limited Partner(swithin the Facility's Exercise Period or no later than thirty (30) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsdays thereafter. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with Each of the Employer and its Affiliates is terminated by Granting Members hereby grants to PEI the Employer or its Affiliates for Cause right (the “Call Option”) to acquire from such Granting Member (or from its Transferee(s), if Executive voluntarily resigns Executiveany) such number of its Units as is set forth opposite such Granting Member’s employment with name on Schedule A hereto (as to any Granting Member, its “Call Option Units”) in exchange for payment of an amount equal to the Employer and its Affiliates when grounds for Cause exist(i) or in Call Option Price multiplied by (ii) the event number of a Restrictive Covenant Violationsuch Granting Member’s Call Option Units (as to each Member, the Aggregator such Member’s “Call Option Amount”). (b) PEI shall have the right, for 12 months followingin its sole discretion, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send by giving written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof Granting Members (the “Exercise Notice”) not earlier than five (5) Business Days after the date hereof and not later than ninety (90) days after the date hereof. The Call Option will expire at 5:00 p.m. (Pacific time) on September 28, 2010. (c) The Exercise Notice shall include the number of Call Option Units that PEI intends to purchase in connection with its exercise of the Call Option (such Call Option Units, the “Purchase Units”) and the Call Option Amount payable to each Granting Member. If the number of Purchase Units is less than all of the Call Option Units, then the Purchase Units shall be allocated on a pro rata basis among the Granting Members based upon the proportion each Granting Member’s Call Option Units bear to the total number of all Call Option Units. The Company shall make such allocations and deliver notice thereof, and of each Granting Member’s Call Option Amount, to PEI and each Granting Member (the “Reallocation Notice”). Subject to the provisions . (d) Upon (i) notice of Section 5, the closing exercise by PEI of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to all of the Call Option Units or, if for less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Call Option Units, upon the Company’s delivery of the Reallocation Notice and (ii) the provisions herein with respect to subsequent tender of the Call Option Amount to each Granting Member, the Granting Members shall be deemed automatically, and without the need for any certificates to apply be delivered to such applicable Limited Partner(s) mutatis mutandis. If more than one PEI, to have sold and transferred to PEI its share of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Purchase Units. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in In the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of that (i) employment of Executive is terminated (A) by the Termination Date Partnership or the General Partner for any reason or (B) by Executive for any reason or (C) on account of Executive's death or disability or (ii) the date of there is a Performance Shortfall (each such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), event referred to purchase (together with the rights in Section 4.2(bas a "Termination"), the “Call Option”), and each member Executive's Securities (whether held by Executive or one or more of Executive’s Group shall 's Permitted Transferees) will be required subject to sell repurchase by the Partnership and the Investors (as defined in the Investors Agreement) pursuant to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Unitsparagraph 3 (the "Repurchase Option"). Upon a Termination, and the provisions herein with respect all Unvested Units will be forfeited to the Call Option shall Partnership and deemed canceled without consideration. (b) The purchase price for each Security will be deemed to apply to the Formula Value for such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsSecurity. (c) The provisions Partnership may elect to purchase all or any portion of this Section 4.2 shall cease the Securities by delivering written notice (the "Repurchase Notice") to the holder or holders of the Securities originally purchased by Executive within ninety (90) days after a Termination. The Repurchase Notice will set forth the number of Securities to be effective upon acquired from the occurrence Executive and each Permitted Transferee of a Sale Transaction in connection with which the Executive's Securities then holding such Securities, the aggregate consideration to be paid for such Securities and the time and place for the closing of the transaction. The number of Securities to be repurchased by the Partnership shall first be satisfied to the extent possible from the Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Securities then held by Executive is less than the total number of Securities the Partnership has elected to purchase, the Partnership shall purchase the remaining Securities elected to be purchased under this paragraph 3 from one or more of Executive's Permitted Transferees then holding Securities originally purchased by Executive, pro rata according to the number of Securities held by such other holder(s), respectively, at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest Unit). (d) If for any reason the Partnership does not elect to purchase all of the Executive's Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for the Securities the Partnership has not elected to purchase (the "Available Securities"). As soon as practicable after the Partnership has determined that there will be Available Securities, but in any event within 45 days after the Termination, the Partnership shall give written notice (the "Option Notice") to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to the Partnership within 30 days after the Option Notice has been given by the Partnership. If the Investors elect to purchase an aggregate number of Securities greater than the number of Available Securities, the Available Securities shall be allocated among the Investors based upon the number of Units owned by each Investor on a fully-diluted basis. As soon as practicable, and in any event within ten days after the expiration of the 30-day period set forth above, the Partnership shall notify each holder of Securities as to the number of Securities to be purchased from such holder by the Investors and the time and place for the closing of the transaction (the "Supplemental Repurchase Notice"). At the time the Partnership delivers the Supplemental Repurchase Notice to such holder(s) of Securities, the Partnership shall also deliver written notice to the Investors setting forth the number of Securities such Investors are cancelled entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (e) The closing of the purchase of the Securities pursuant to the Repurchase Option shall take place on the date designated by the Partnership in exchange the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than 60 days nor less than five days after the delivery of the later of either such notice to be delivered, subject to the provisions of subparagraph 3(g). The Partnership and/or the Investors will pay for the Securities to be purchased pursuant to the Repurchase Option by delivery of (i) a check or wire transfer of funds, (ii) a subordinated note or notes payable in up to, three equal annual installments, beginning on the first anniversary of the closing of such purchase, and bearing interest (payable quarterly) at a rate per annum equal to the prime rate announced from time to time by Canadien Imperial Bank of Commerce but in no event will such rate be less than the applicable federal rate in effect at such time or (iii) both (i) and (ii), in the aggregate amount of the purchase price for such Securities. The purchasers of Securities under this Section 3 will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require all sellers' signatures be guaranteed. (f) The right of the Partnership and the Investors to repurchase Securities pursuant to this paragraph 3 shall terminate upon the first to occur of the Sale of the Partnership or a Qualified Public Offering. (g) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Securities by the Partnership shall be subject to applicable restrictions contained in the Delaware Revised Uniform Limited Partnership Act and in the Partnership's equity or debt financing agreements as in effect on the date hereof. If any such restrictions prohibit the repurchase for cash proceedsof Securities hereunder which the Partnership is otherwise entitled or required to make or prohibit payments on the subordinated note described in subparagraph (e) above, the Partnership will use reasonable best efforts to obtain the waiver of such restrictions, shall not be obligated to repurchase such Securities for cash or to make cash payments on such notes until not so prohibited from doing so and shall make such repurchases for cash or make cash payments on such notes, as applicable, as soon as it is permitted to do so under such restrictions.

Call Option. (a) If Executive’s employment with the Employer At any time, and its Affiliates is terminated by the Employer from time to time, on or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationafter [●], the Aggregator 2026,7 but prior to [●], 2031,8 NEP Member shall have the right, for 12 months following, as applicable, each of (i) but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b)acquire, the “Call Option”), and each member of Executive’s Group shall be required to sell subject to the Aggregatorlimitations and requirements of this Section 7.02, all or any portion of the Common outstanding Class B Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price that results in an Internal Rate of Return per Class B Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option purchased pursuant to this Section 4.27.02, measured from the Aggregator shall send written notice applicable Acquisition Date of such Class B Unit to each member the Call Option Closing Date, of Executive’s Group of its intention to purchase Units, specifying the number [five and class of Units to be purchased five and the purchase price thereof sixty-one hundredths percent (5.61%)] (the “Call NoticeOption Purchase Price”). Subject to , upon the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of 7.02 (the “Call Option”). NEP Member may not assign its intention right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a Subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02, and the provisions herein with respect respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that NEP Member may issue a maximum of one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members at least five (5) calendar days in advance of the Call Option Closing Date. Delivery of the initial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall be deemed occur prior to apply to such applicable Limited Partner(s) mutatis mutandis[●], 20269). If more the consideration to be used to pay the Call Option Purchase Price, as set forth in the Call Option Notice, includes Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than one two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), then the applicable 7 NTD – To be the date that is the [fifth (5th)] anniversary of the Blackstone Limited PartnerEffective Date. 8 NTD – To be the date that is the [Flip Date]. 9 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 896060.18-WILSR01A - MSW Call Option Notice may not be delivered, the Carlyle Limited Partnernor may any Call Option Closing be consummated, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year (or any other “blackout period” under NEP Member’s trading policies that is applicable to participate on a pro-rata basis, proportionate to their then-current ownership all holders of NEP Common Units). (c) The provisions following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued other than for a number of Class B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the Class B Units outstanding on the date of the applicable Call Option Notice, unless such exercise of the Call Option is for the purchase of all remaining Class B Units not held by NEP Class B Parties; (ii) the number of Class B Units purchased pursuant to the exercise of one or more Call Options during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of outstanding Class B Units as of the date of the Call Option Notice; provided, however, that the restriction set forth in this Section 4.2 clause (ii) shall cease terminate on [●], 2030;10 (iii) the Class B Units purchased from each Class B Member pursuant to be effective upon any exercise of the occurrence Call Option shall consist of a Sale Transaction Proportionate Class B Allocation of such Class B Member’s Class B Units; (iv) if Investor delivers notice to NEP Member of Investor’s intent for NEP Member (or its nominee) to purchase Blocker Interests in connection with which all such Call Option in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units purchased pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the aggregate, by any two or more Blockers (such that the purchase of Blocker Interests pursuant to such Call Option provides NEP Member (or its nominee) the indirect ownership through such Blocker(s) of the number of Class B Units are cancelled set forth in exchange for cash proceeds.such Call Option Notice); and (v) the aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, be no more than: (A) from [●], 2026,11 but prior to [●], 2027,12 twenty percent (20%) of the total number of outstanding Class B Units; 10 NTD – To be the date that is one year prior to the Flip Date. 11 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 12 NTD – To be the date that is the [sixth (6th)] anniversary of the Effective Date. 896060.18-WILSR01A - MSW (B) from [●], 2027,13 but prior to [●], 2028,14 forty percent (40%) of the total number of outstanding Class B Units;

Call Option. 18.1 The Receivables Trustee hereby grants to the Transferor the option set out in Clause 18.2 below. 18.2 The Transferor may, by following the procedure set out in Clause 18.4 below, from time to time require the Receivables Trustee to assign to the Transferor, for a consideration of (pound)1 (payable on each occasion when the said option is exercised into the Trustee Collection Account), all Defaulted Receivables existing at the option exercise time on Defaulted Accounts, if and to the extent that the same shall not have been assigned to the Transferor pursuant to any earlier exercise of such option (any such Receivables being "ASSIGNED DEFAULTED RECEIVABLES"). 18.3 Following the exercise of the option, the amount set out below will be payable in respect of any Offer made in accordance with Clauses 2.1 to 2.3 (avoiding any double counting): (a) If Executive’s employment with any amount, for the Employer and its Affiliates is terminated avoidance of doubt excluding Insurance Proceeds, received by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist Transferor with respect to the Executive’s Common Units and Vested Incentive Units.such Assigned Defaulted Receivables; and (b) If any consideration payable by a third party for the Aggregator desires assignment of such Assigned Defaulted Receivables (net of any costs of the Transferor in connection with such sale) (each of (a) and (b) being the "SALE RECOVERIES") which, in accordance with the obligation set out in Clauses 2.1 to 2.3, shall be paid into the Trustee Collection Account on the Transfer Date relating to the Monthly Period during which the Sale Recoveries were realised. For the avoidance of doubt, Sale Recoveries shall only be paid into the Trustee Collection Account to the extent that they have been received by the Transferor. 18.4 In order to exercise the Call Option pursuant to this Section 4.2option set out in Clause 18.2 above, the Aggregator Transferor shall: 18.4.1 send a notice, substantially in the form of Schedule 3 to the Receivables Trust Deed and Servicing Agreement, to the Receivables Trustee (the "OPTION NOTICE") stating that on a specified date (the "OPTION EXERCISE DATE") it shall require the Receivables Trustee to assign the property described in Clause 18.2 above; and 18.4.2 send written notice an assignment agreement for the Receivables Trustee to each member execute, substantially in the form of Executive’s Group Schedule 3 to the Receivables Trust Deed and Servicing Agreement, (the "OPTION ASSIGNMENT") stating the Outstanding Face Amount of its intention to purchase Units, specifying the number and class of Units Defaulted Receivables to be purchased and the purchase price thereof (the “Call Notice”). Subject assigned to the provisions Transferor on the related Option Exercise Date. 18.5 Upon receipt of Section 5an Option Notice and an Option Assignment referred to in Clause 18.4 above, the closing of the purchase Receivables Trustee shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call execute such Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsAssignment. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive(i) the Participant’s employment with or service to the Employer and its Affiliates is terminated by Employer for Cause, (ii) the Employer or its Affiliates for Cause (or if Executive Participant voluntarily resigns Executivethe Participant’s employment with or services, as applicable, to the Employer and its Affiliates when grounds for Cause exist, or (iii) or in the event of a Restrictive Covenant ViolationViolation occurs, the Aggregator Partnership shall have the right, for 12 months following, as applicable, each of (ix) the Termination Date or (iiy) the date of such violation or conduct Restrictive Covenant Violation (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(bSections 2.1(b) and 2.1(c), the “Call Option”), and each member of Executivethe Participant’s Group shall be required to sell to the AggregatorPartnership, all or any portion of the Common Units and Vested Incentive Subscribed Units then held by such member of Executivethe Participant’s Group at a purchase price per Subscribed Unit equal to the lesser of (i1) Fair Market Value of such Unit (measured as of the date on which of the election to purchase such units is delivered (delivered, the “Repurchase Notice Date”) and (ii2) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator Participant’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), the Partnership shall have the right, for 12 months following the Termination Date, to purchase, and each member of the Participant’s Group shall be required to sell to the Partnership, all or any portion of the Subscribed Units then held by such member of the Participant’s Group at a purchase price per Subscribed Unit equal to Fair Market Value (measured as of the Repurchase Notice Date); provided, that such purchase price shall not be less than zero. (c) In the event that the Participant engages in a Competing Business at any time after the Participant’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then the Partnership shall have the right, for 12 months following the date of such engagement in a Competing Business (or, if later, the date on which the General Partner has knowledge thereof), and each member of the Participant’s Group shall be required to sell to the Partnership, all or any portion of the Subscribed Units then held by such member of the Participant’s Group at a purchase price per Subscribed Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). The Partnership may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If the Partnership desires to exercise the Call Option pursuant to this Section 4.22.1, the Aggregator Partnership shall send written notice to each member of Executivethe Participant’s Group of its intention to purchase the Subscribed Units, specifying the number and class of Subscribed Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 53, the closing of the purchase shall take place at the principal office of the Aggregator Partnership on a date specified by the Aggregator Partnership not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator Partnership elects not to exercise the Call Option pursuant to this Section 4.2 2.1 (or elects to exercise the Call Option with respect to less than all the Subscribed Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner Sponsor may elect to cause one of its Affiliates or another designee to purchase such Subscribed Units on the same terms and conditions set forth in this Section 4.2 2.1 by providing written notice to each member of Executivethe Participant’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Subscribed Units. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. The Employee Securityholders each agree for themselves and all Employee Parties who subsequently acquire or hold Shares that the Company and the Purchaser Buyer will have a call option (the "CALL OPTION") on all Shares held by any Employee Securityholder or Employee Party, including all Shares issuable upon exercise of any options to acquire Shares from the Company, (the "CALLABLE SECURITIES") upon the termination of such Employee Securityholder's employment with the Company for any reason (each, a "CALL EVENT"); provided, that the Company may provide that the Company and the Purchaser Buyer may exercise the Call Option through the purchase of the Employee Securityholder's options to acquire Shares from the Company and, if by the Purchaser Buyer, such option shall be exercisable by the Purchaser Buyer in accordance with its terms for the exercise price thereof. The Call Option will expire as to 20% of the Shares owned, or Shares issuable upon exercise of any option to acquire Shares from the Company owned, by each such Person upon each anniversary of the later of (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause date hereof or, (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (iib) the date such Employee Securityholder first acquires such Shares or was granted such option (each, the "GRANT DATE"), and on each anniversary of such violation or conduct Grant Date through the fifth anniversary of such Grant Date. Upon the occurrence of a Call Event, the Company and the Purchaser Buyer may exercise the Call Option by written notice (an "OPTION NOTICE") delivered to the Employee Securityholder (or, if laterdifferent, the date on which then current holder of the General Partner has actual knowledge thereof)Shares) within 90 days after such Call Event, of its election to purchase and, upon the giving of such notice the Chosen Buyer will be obligated to purchase and the Employee Securityholder (together with or, if different, the rights then current holder of the Shares) ("SELLER") will be obligated to sell all or any lesser portion indicated in the Option Notice of the Callable Securities owned at the time of the Call Event by the Seller. The consideration for the Callable Securities referred to in the preceding sentence shall be the Employee Stockholder's Cost of such Callable Securities, plus 10 per cent for each full calendar year from the applicable Grant Date, provided, however, that in respect of options granted after the date hereof, if the Employee Stockholder's cost is zero, the consideration shall be an amount equal to ten (10) percent of the per share exercise price of such option for each full calendar year from the applicable Grant Date. For purposes of determining the Chosen Buyer (which term shall have the same meaning as set forth in Section 4.2(b1.7 in the context of a Call Option), the “priority as among the Company and the Purchaser Buyer to purchase the Callable Securities shall be, FIRST, the Purchaser Buyer and, SECOND, the Company. In the event the Company or any Purchaser Buyer elects not to participate in the purchase of Callable Securities pursuant to the Call Option”), and each member of Executive’s Group shall be required the same procedures as to sell to the Aggregator, all or any portion allocation as are set forth in Section 1.7 in respect of the Common Units First Option will govern. The closing for all purchases and Vested Incentive Units then held by such member sales of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option Callable Securities pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to 1.8 will be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office executive offices of the Aggregator Company on a date specified by the Aggregator not later than the 30th 60th day after the giving of the Call Option Notice. Notwithstanding The applicable purchase price for the foregoing, if Callable Securities will be paid in cash or by cashier's check. The Seller will cause the Aggregator elects not Callable Securities to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect be delivered to the Call Option Chosen Buyer at the closing free and clear of all liens, charges or encumbrances of any kind except those which shall be deemed continue to apply to such applicable Limited Partner(sShares by the terms of this Agreement. Such Seller will take all such actions as the Chosen Buyer reasonably requests to vest in the Chosen Buyer title to the Callable Securities free of any lien, charge or encumbrance incurred by or through the Seller. Notwithstanding any other section of this Agreement, in the event a Employee Securityholder's employment with the Company is terminated other than through the Securityholder's Retirement from the Company, all of the Securityholder's vested options to acquire Shares from the Company may be exercisable for three months following such termination and the exercise price may be paid at the Securityholder's election (i) mutatis mutandisby cash or cashiers check, or (ii) by surrender of Shares or options to acquire Shares from the Company ("NET ISSUANCE") as determined below. If more than the Securityholder elects the Net Issuance method, the Company will issue Shares in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of Shares to be issued to the Securityholder Y = the number of Shares requested to be exercised under this Agreement A = the Fair Market Value of one (1) Share B = the Exercise Price Notwithstanding, any other section of this Agreement, in the event a Employee Securityholder's employment with the Company is terminated through the Securityholder's Retirement from the Company, all of the Blackstone Limited Partner, Securityholder's vested options to acquire Shares from the Carlyle Limited Partner, Company may be exercised at any time and from time to time until the H&F Limited Partner shall so elect, then expiration of such electing Limited Partners shall be entitled vested options to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions acquire Shares from the Company. For purposes of this Section 4.2 shall cease to be effective upon 1.8, the occurrence of a Sale Transaction in connection with which all of following terms have the Units are cancelled in exchange for cash proceeds.following meanings:

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) In addition to the Termination other remedies that are available to the Members under this Agreement, if (A) a Defaulting Member is in Payment Default for any reason other than failure to make a Required Contribution after the In Service Date for a Required Upgrade with a value greater than [_______] for which at least Supermajority Consent of the Board was not obtained, or (iiB) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires Non-Defaulting Members are entitled to exercise the Call Option pursuant to this Section 4.28.1(b), the Aggregator Non-Defaulting Members (in proportion to the respective Percentage Interests of the electing Non-Defaulting Members or in such other proportions as such Non-Defaulting Members shall send agree) shall have the option (the “Call Option”) to purchase all (but not less than all) of the Defaulting Member’s Membership Interests at an aggregate purchase price (the “Call Option Purchase Price”) equal to the lesser of (1) eighty percent (80%) of the result of all Capital Contributions made by such Defaulting Member, less all distributions of Available Cash made by the Company to such Defaulting Member; and (1) the Fair Market Value of all of the Defaulting Member’s Membership Interests. (ii) Each Non-Defaulting Member shall have a period of thirty (30) days from the date of such Payment Default to deliver written notice to each member of Executive’s Group the Members of its intention to purchase Units, specifying exercise of the number and class of Units to be purchased and the purchase price thereof Call Option (the each a “Call Notice”). Subject If more than one Non-Defaulting Member exercises the Call Option, each exercising Non-Defaulting Member shall have the right to the provisions of Section 5, the closing buy its pro rata share of the purchase shall take place at Defaulting Member’s Membership Interests (based on the principal office relative Percentage Interests of the Aggregator on a date specified by exercising Non-Defaulting Members (or in such other proportions as the Aggregator Non-Defaulting Members may agree)). If any Non-Defaulting Member does not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 within such thirty (or elects to exercise 30) day period, the Call Option with respect to less than all Units)such Default shall be irrevocably waived by such Member. (iii) Subject to any extension for necessary regulatory approvals, the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect any purchase of Membership Interests pursuant to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice 4.12(c) shall be consummated within twenty (20) Business Days after delivery of the Call Notice. Any purchase of Membership Interests pursuant to each member this Section 4.12(c) shall require (A) the payment of Executive’s Group of its intention the Call Option Purchase Price to purchase Unitsbe paid in cash, and the provisions herein (A) no representation or warranty other than with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one ownership of the Blackstone Limited PartnerDefaulting Member’s Membership Interests and such Membership Interests being free and clear of all liens and other encumbrances, (A) a covenant with respect to historical tax obligations or reimbursements and other customary covenants. Customary covenants shall not include non-cash consideration for the Carlyle Limited Partner, purchase of such Membership Interests and (A) the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled delivery of an Additional Guaranty Agreement in accordance with Article VIII to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsreplace any applicable JOA Guaranty Agreement. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with At any time during the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant ViolationOption Period, the Aggregator TSC shall have the right, for 12 months following, as applicable, each of (i) right and not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), obligation to purchase all (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion not less than all) of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; providedRolling Unitholder, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 Appendix 1.3 (the “Call Option”). If TSC wishes to exercise its Call Option, then TSC shall deliver to Rolling Unitholder an Exercise Notice to inform Rolling Unitholder that TSC is exercising its Call Option. Rolling Unitholder will have 30 days after delivery of the Exercise Notice to dispute the Aggregate EBITDA. On the date that is 60 days after the Exercise Notice was delivered (the “Call Purchase Date”), TSC shall purchase (the “Call Purchase”) all Units then owned by providing written notice Rolling Unitholder for a total purchase price equal to each member of Executive’s Group of its intention to purchase Unitsthe Call/Put Option Buyout Consideration. Concurrently with the Call Purchase, TSC and the provisions herein with respect Rolling Unitholder shall enter into such documents and instruments as shall be reasonably necessary to facilitate the closing of the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited PartnerPurchase, the Carlyle Limited Partnerincluding, and the H&F Limited Partner shall so electwithout limitation, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence documentation of a Sale Transaction in connection with which all surrender of the Units purchased and termination of the Rolling Unitholder’s interest as a Member. The Rolling Unitholder and the Indirect Owners shall at the closing of any purchase consummated pursuant to this subsection (a) of this Appendix 1.3, represent and warrant to TSC that: (i) the Rolling Unitholder has full right, title and interest in and to the Units, (ii) the Rolling Unitholder has all the necessary power and authority and has taken all necessary action to sell such Units as contemplated by this subsection (a) of this Appendix 1.3, and (iii) such Units are cancelled in exchange for cash proceedsfree and clear of any and all mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of [the Amended and Restated Operating Agreement] and the Securities Act.

Call Option. 2.1 The Parties agree that, 2.1.1 Clause 2.1 of the TK Option Agreement shall be amended and replaced in its entirety to read as follows: 2.1 The Shareholder hereby grants to the Optionholder the following Option: 2.1.1 In consideration of the payment by the Optionholder to the Shareholder of the sum of HKD1 (receipt of which is hereby acknowledged), the option (but not the obligation), exercisable at any time during the Option Period by service of an Option Notice, to purchase, (a) If Executiveall the Option Shares or (b) in lieu thereof, pursuant to an Alternative Delivery Election by the Optionholder, all Alternative Delivery Shares; and on the exercise of the Option, the Shareholder will become bound to transfer or cause to transfer, and the Optionholder will become bound to accept the transfer of, the relevant Option Securities. 2.1.2 The Optionholder may in its sole discretion by making a written election for the Alternative Delivery Shares in an Option Notice delivered by it (the “Alternative Delivery Election”) to the Shareholder and ▇▇▇ ▇▇▇▇, require (a) the Shareholder to procure Tun Kung, and (b) Tun Kung, to deliver and transfer to the Optionholder, in lieu of the Option Shares to be delivered and transferred pursuant to such Option Notice, all Alternative Delivery Shares. 2.1.2 References to “Option Shares” in Clauses 2.6 and 2.7 of the TK Option Agreement shall be replaced by “Option Securities”. 2.2 Upon An Ke’s employment exercise of its Option during the Option Period by serving an Option Notice to Lanbang and Tun Kung indicating that An Ke desires to make an Alternative Delivery Election, and subject to the payment of the Option Price by An Ke to Lanbang, Lanbang shall cause and direct Tun Kung to (and Tun Kung shall), transfer to An Ke, all Alternative Delivery Shares. 2.3 An Ke agrees that, concurrently with and subject to the completion of the Lufax Share Transfer, the charge created in favor of An Ke in and to Option Shares shall be released and to the extent that such charge has been registered with the Employer and its Affiliates is terminated by Registrar of Corporate Affairs in the Employer British Virgin Islands (the “BVI Registrar”), An Ke shall as soon as practicable take all such steps as may be necessary to file a notice of satisfaction or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment release of such charge with the Employer and its Affiliates when grounds for Cause exist) or BVI Registrar in accordance with the event BVI Business Companies Act,2004 (as amended). 2.4 Each Party agrees that, upon the completion of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicableLufax Share Transfer, each of (i) other Party’s obligations to it under the Termination Date or (ii) TK Option Agreement shall be discharged, and the TK Option Agreement shall terminate, save that termination shall not affect a Party’s accrued rights and obligations on the date of such violation termination or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the its rights in Section 4.2(b), the “Call Option”), and each member obligations arising as a result of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Unitstermination. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with 8.1 The Company hereby grants to the Employer Bison Parties the right to acquire all, but not some only, of the shares and its Affiliates is terminated CPECs in LuxCo1 held by the Employer or its Affiliates for Cause Company at the Call Option Price (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group . 8.2 The Call Option shall only be required to sell exercisable by the Bison Parties giving notice (a “Call Option Notice”) in writing to the Aggregator, all or any portion of Company: 8.2.1 during the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to period commencing on the lesser later of (i) Fair Market Value the date that the audited 2009 Operating Group accounts are approved by the board of such Unit directors of Cyprus1 and (measured as of ii) the date on which all amounts payable under the election SPA in respect of the earnout arrangements contemplated by Clause 2.2.2 of the SPA have been paid or determined to purchase such units is delivered be zero and ending in either case 120 days thereafter (the “Repurchase Notice 2010 Call Option Period”); and 8.2.2 during the period commencing on the date that the audited 2010 Operating Group accounts are approved by the board of directors of Cyprus1 and ending 120 days thereafter (the “2011 Call Option Period”). 8.3 The Call Option shall expire one day after the end of the 2011 Call Option Period, unless otherwise extended pursuant to Clause 8.6 below (the “Call Option Expiry Date”). 8.4 The Call Option Price payable by the Bison Parties to the Company shall be an amount payable in USD and shall be the higher of: (a) the total amount invested at any time by the Lion Parties and their Affiliates in the Company, and calculated in Euros at the prevailing exchange rate at the time of each such investment, multiplied by: (i) in the event that the Call Option is exercised during the 2010 Call Option Period, 2.25; or (ii) in the event that the Call Option is exercised during the 2011 Call Option Period (or any subsequent period), 2.10, minus any amounts of dividends or other distributions actually received by the Lion Parties, such Euro-denominated product being converted to USD using the prevailing spot rate at the at the date of exercise of the Call Option (the “Exchange Rate”) and then divided by the Lion Share (ii) Costthe “Floor Amount”); provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units.and: (b) If the Aggregator desires Bison Parties exercise the Call Option during the 2010 Call Option Period, an amount equal to the 2010 Call Option Equity Value multiplied by the prevailing CayCo Share; or (c) If the Bison Parties exercise the Call Option during the 2011 Call Option Period, an amount equal to the 2011 Call Option Equity Value, multiplied by the prevailing CayCo Share. 8.5 The Exchange Rate shall be subject to a cap of EUR/USD = [—]3. 8.6 If during the 2011 Call Option Period, the Bison Parties were to exercise the Call Option, and the Call Option Price were to be the Floor Amount, the Call Option may, at the election of the Bison Parties, be extended, (such election to be made within 90 days of the end of the 2011 Call Option Period) and will be exercisable for a period of 120 days commencing on the date that the audited 2011 Operating Group accounts are approved by the board of Cyprus1 (the “2012 Call Option Period”) except that in such instance the Call Option Price shall be calculated in accordance with the provisions of Clause 8.4 and based upon the 2011 Operating Group EBITDA, as extracted from the 2011 Operating Group accounts. For the avoidance of doubt, if the Bison Parties do not elect to extend the Call Option, there shall be no 2012 Call Option Period. 3 To be specified as the prevailing spot rate at signing of the SPA, plus 10 cents. 8.7 The Parties agree that, in the calculation of Call Option Equity Value, the Operating Group EBITDA shall be increased by the addition of Minority Investment EBITDA for any Minority Investments of the Group at the Option Valuation Date. If, having made reasonable endeavours to obtain sufficient information to calculate any Minority Investment EBITDA, the Company or the relevant member of the Group has been unable to do so, the Parties hereby agree that Financial Debt shall be reduced by the amount of any cash investment (including, without limitation, consideration paid for the Minority Investment, costs of investment or capital contributions of any kind, and any further costs relating to the acquisition of the Minority Investment, whether capitalised or charged to the profit and loss account) made by the Group in the Minority Investment after Closing. 8.8 Completion of the sale and purchase of the shares which are the subject of the Call Option Notice under Clause 8.2 shall take place before the end of the relevant Call Option Period, and upon the Bison Parties having given to the Lion Parties 10 Business Days’ Notice, (for the avoidance of doubt, if the Bison Parties give notice to the Lion Parties on a date falling less than 10 Business Days prior to the end of the relevant Call Option Period, completion shall take place within 10 Business Days of the date such notice is given) and on such completion: 8.8.1 against delivery in accordance with Clause 8.8.2, the Bison Party shall pay to the Company, in immediately available funds on the date of completion (or in such other manner as may be agreed by the Company and the relevant Bison Party), a sum equal to the Call Option Price; 8.8.2 upon receipt of the sums due, the Company shall deliver to the relevant Bison Party a duly executed transfer in favour of that Bison Party in respect of the relevant shares together with a share certificate(s) evidencing its title to such shares; and 8.8.3 the Company shall procure that the relevant Bison Party is registered as the holder of the relevant shares. 8.9 The Company shall do all such acts and/or execute all such deeds and documents in a form satisfactory to the relevant Bison Party as it may reasonably require to give effect to the transfer of the relevant shares pursuant to this Section 4.2, clause. 8.10 If the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to Bison Parties exercise the Call Option pursuant in accordance with its terms, the Company undertakes to this Section 4.2 exercise its Drag-Along Rights under the LuxCo1 Shareholders’ Agreement and to use its best efforts to ensure that any Drag-Along Securities (or elects as defined in the LuxCo1 Shareholders’ Agreement) are transferred to and registered in the name of the Bison Parties, on the terms of the LuxCo1 Shareholders’ Agreement at the same time and on the same terms as the Company’s Shares in LuxCo1 are transferred to the Bison Parties and the Bison Parties undertake to purchase all the Drag-Along Securities (as defined in the LuxCo1 Shareholders’ Agreement). 8.11 If the Bison Parties exercise the Call Option in accordance with respect its terms and the Company breaches its obligations under this Agreement to less than all Unitssell to the Bison Parties the shares in LuxCo1 by failing to deliver its shares in LuxCo1 to the Bison Parties, the Company shall pay to the Bison Parties an amount equal to 2.5 times Operating Group EBITDA for the Financial Year last ended prior to the exercise by the Bison Parties of the Call Option. Such amount is agreed between the Company and the Bison Parties to be a genuine pre-estimate of the loss suffered by the Bison Parties of the breach by the Company of its obligations under this Clause 8. 8.12 As security for the obligations of the Company under Clause 8.10, [Lion/Rally Cayman 1 LP] shall enter into the Pledge Agreement, pursuant to the terms of which [Lion/Rally Cayman 1 LP] shall pledge its Shares in the Company to the Bison Parties, in the form attached hereto as Schedule 4 (the “Pledge Agreement”). The Parties agree that, save for the provisions of 4.2 (Exceptions to Prohibitions on Transfer), the Blackstone Limited Partner, the Carlyle Limited Partnerrestrictions upon, and other provisions relating to, Transfers of Shares contained in Clause 4 of this Agreement shall not apply to any Transfer of Shares to the H&F Limited Partner may elect Chargee (as such term is described in the Pledge Agreement), in accordance with the terms of the Pledge Agreement. 8.13 The Company shall not be concerned as to cause one the allocation between the Bison Parties of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth shares in this Section 4.2 LuxCo1 upon the exercise by providing written notice to each member the Bison Parties of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to Call Option. 8.14 The Company undertakes that until the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one Expiry Date, and without the prior written approval of the Blackstone Limited PartnerBison Party, it will at all times hold not less than 51% of the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitsshares issued by LuxCo1. (c) The provisions 8.15 Notwithstanding any other provision of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all Clause 8, completion of the Units sale and purchase of the shares which are cancelled the subject of the Call Option (or the Put Option pursuant to Clause 9) shall not take place until all amounts payable under the SPA in exchange for cash proceedsrespect of the earn-out arrangements contemplated by clause 2.2.2 of the SPA have been paid or reduced to zero.

Call Option. (a) If Executive’s employment with the Employer At any time, and its Affiliates is terminated by the Employer from time to time, on or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationafter ‎December 4, the Aggregator 2022, but prior to December 4, 2026, NEP Member shall have the right, for 12 months following, as applicable, each of (i) but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b)acquire, the “Call Option”), and each member of Executive’s Group shall be required to sell subject to the Aggregatorlimitations and requirements of this Section 7.02, all or any portion of the Common outstanding Class B Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price that results in an Internal Rate of Return per Class B Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option purchased pursuant to this Section 4.27.02, measured from the Aggregator shall send written notice Effective Date to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof Call Option Closing Date (the “Call NoticeOption Purchase Price”). Subject to , upon the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice 7.02 (the “Call Option”), of (i) seven and seventy-seven hundredths of a percent (7.77%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs prior to December 4, 2025, or (ii) eight and seventy-seven hundredths of a percent (8.77%) on each member Class B Unit acquired upon the exercise of Executive’s Group such Call Option, for any Call Option Closing Date that occurs on or after December 4, 2025, (provided, however, that the Internal Rate of its intention Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to purchase Unitsthe applicable Call Option Closing Date, and the provisions herein and, with respect to the period from the Effective Date to the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a Subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), which shall be deemed seven (7) Business Days following the date the Call Option Notice is delivered to apply the Class B Members, (ii) the number of Class B Units to such applicable Limited Partner(sbe purchased, (iii) mutatis mutandis. If more than one the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Blackstone Limited PartnerCall Option Purchase Price, which shall be either cash or NEP Common Units, or a combination of cash and NEP Common Units, subject to the Carlyle Limited Partnerother requirements of this Section 7.02, and the H&F Limited Partner shall so electrespective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, then such electing Limited Partners however, that NEP Member may consummate a maximum of one (1) Call Option Closing in any calendar quarter. The Call Option Notice shall be entitled irrevocable except as provided in this Section 7.02. Delivery of the initial Call Option Notice may be made prior to participate the first date on a pro-rata basiswhich NEP Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, proportionate no Call Option Closing shall occur prior to their then-current ownership December 4, 2022). No Call Option Notice may be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year (or any other expected public announcement of earnings or other “blackout period” under NEP Member’s trading policies that are applicable to all holders of NEP Common Units). (c) The provisions No Call Option may be exercised, and no Call Option Notice may be issued, (i) for a number of Class B Units that is less than eight percent (8%) of the Class B Units outstanding on the date of the applicable Call Option Notice; and (ii) if, and to the extent that, as a result of such exercise, on the applicable Call Option Closing Date, the holders of Class B Units other than the NEP Class B Parties would own less than sixteen percent (16%) of the Class B Units then outstanding, unless, in the case of this Section 4.2 clause (ii), the exercise of such Call Option is for the purchase of all remaining Class B Units not held by the NEP Class B Parties. (d) The maximum number of Class B Units purchased in any calendar quarter pursuant to the exercise of a Call Option shall cease be the product of (i) the lesser of (A) the sum of (x) twenty-five percent (25%), plus (y) the Buyout Rollover Percentage, and (B) fifty percent (50%), multiplied by (ii) the aggregate number of Class B Units outstanding on the Effective Date. (e) NEP Common Units may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) the Registration Rights Agreement is in effect with respect to the NEP Common Units, subject to and in accordance with the terms of the NEP Limited Partnership Agreement; (iii) NEP shall have filed a registration statement with the SEC registering the resale of the NEP Common Units issued at such Call Option Closing, and such registration shall have been declared effective by the SEC, and no stop order shall have been issued with respect thereto; (iv) (A) none of NEP or its Affiliates has knowledge of previously undisclosed material events or developments that NEP or such Affiliate would be obligated to disclose publicly, under applicable Law or the rules of the National Securities Exchange on which the NEP Common Units are listed, if NEP or such Affiliate were offering and selling NEP Common Units (or other publicly traded securities), the disclosure of which would reasonably be expected to negatively affect the trading price of NEP Common Units on the applicable National Securities Exchange; and (B) NEP (or its Affiliates) shall have publicly disclosed any material events or developments that would reasonably be expected to negatively affect the trading price of NEP Common Units on the applicable National Securities Exchange at least one (1) full Trading Day (on which NEP Common Units traded on the applicable National Securities Exchange without stop or interruption) prior to the issuance of any Call Option Notice; (v) in any exercise of the Call Option, the aggregate number of NEP Common Units that will be issued to holders of Class B Units at the applicable Call Option Closing, together with all NEP Common Units issued in all prior exercises of the Call Option: (A) shall be no more than twenty-two and one half percent (22.5%) of the total number of outstanding NEP Common Units on a Fully Diluted Basis (including any NEP Common Units to be effective upon issued at the occurrence applicable Call Option Closing); and (B) shall not exceed the product of (x) ten (10), multiplied by (y) the average daily trading volume of NEP Common Units on the applicable National Securities Exchange for the 30-day period ending on the day prior to the date of the Call Option Notice; and (vi) on such Call Option Closing Date, there being no Call Option Cash Shortfall. (f) NEP Member may pay any Call Option Purchase Price, at its option (subject to Section 7.02(e) above), in either cash, NEP Common Units, or a combination of cash and NEP Common Units; provided, however, that the holder of Class B Units to be purchased shall be entitled to require, by written notice delivered to NEP Member not less than two (2) Business Days prior to the applicable Call Option Closing Date, that up to thirty percent (30%) of the Call Option Purchase Price payable at such Call Option Closing consist of cash (the “Call Option Cash Consideration”). Any NEP Common Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the date of the Call Option Notice and (ii) the listed price of a Sale Transaction in connection with which all NEP Common Unit as of the end of trading on the date of the Call Option Notice. If any portion of the Call Option Purchase Price is to be paid in cash, then (i) the number of NEP Common Units are cancelled to be issued at the Call Option Closing shall be reduced (but not below zero) by a number of NEP Common Units equal to the quotient (rounded down to the nearest whole number) obtained by dividing (A) the applicable Clawback Value by (B) the Issuance Price used in exchange for cash proceeds.the calculation of the Call Option Purchase Price; and (ii) to the extent there is any Remaining Clawback Value, then the Call Option Cash Consideration shall be reduced by an amount equal to the Remaining Clawback Value; provided, that notwithstanding anything herein to the contrary, in no event shall (x) the aggregate number of NEP Common Units so reduced across all Call Option Closings pursuant to the foregoing clause (i) multiplied by the applicable

Call Option. (a) If Executive’s employment with the Employer At any time, and its Affiliates is terminated by the Employer from time to time, on or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationafter December 15, the Aggregator 2027, but prior to December 15, 2032, NEP Member shall have the right, for 12 months following, as applicable, each of (i) but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof)obligation, to purchase (together with the rights in Section 4.2(b)acquire, the “Call Option”), and each member of Executive’s Group shall be required to sell subject to the Aggregatorlimitations and requirements of this Section 7.02, all or any portion of the Common outstanding Class B Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price that results in an Internal Rate of Return per Class B Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option purchased pursuant to this Section 4.27.02, measured from the Aggregator shall send written notice applicable Acquisition Date of such Class B Unit to each member the Call Option Closing Date, of Executive’s Group of its intention to purchase Units, specifying the number six and class of Units to be purchased and the purchase price thereof nine hundred thirty-one thousandths percent (6.931%) (the “Call NoticeOption Purchase Price”). Subject to , upon the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a Subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to each member be consummated (the “Call Option Closing”), (ii) the number of Executive’s Group Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of its intention consideration to purchase be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02, and the provisions herein with respect respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that NEP Member may issue a maximum of one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members at least five (5) calendar days, but not more than ten (10) Business Days, in advance of the Call Option Closing Date. Delivery of the initial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall be deemed occur prior to apply to such applicable Limited Partner(s) mutatis mutandisDecember 15, 2027). If more the consideration to be used to pay the Call Option Purchase Price, as set forth in the Call Option Notice, includes Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than one of two (2) Business Days prior to the Blackstone Limited Partnerapplicable Call Option Closing Date, the Carlyle Limited Partner, and the H&F Limited Partner shall so electissuance of NEP Common Units), then such electing Limited Partners shall the applicable Call Option Notice may not be entitled to participate delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on a pro-rata basis, proportionate to their then-current ownership of Unitswhich NEP publicly announces its earnings for any Quarter or Fiscal Year. (c) The provisions following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued other than for a number of Class B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call 92 Option Notice, unless such exercise of the Call Option is for the purchase of all remaining Class B Units not held by NEP Class B Parties; (ii) the number of Class B Units purchased pursuant to the exercise of the Call Option during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call Option Notice; provided, however, that the restriction set forth in this Section 4.2 clause (ii) shall cease terminate on December 15, 2031; (iii) the Class B Units purchased directly from each Class B Member or indirectly through a Blocker Merger pursuant to be effective upon any exercise of the occurrence Call Option shall consist of a Sale Transaction Proportionate Class B Allocation of such Class B Member’s or Blocker’s Class B Units; (iv) if Investor delivers notice to NEP Member of Investor’s intent for NEP Member (or its nominee) to purchase Blocker Interests in connection with such Call Option pursuant to a Blocker Merger in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units to be purchased indirectly through a Blocker Merger pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the aggregate, by any two or more Blockers (such that the acquisition of Blocker Interests through such Blocker Merger pursuant to such Call Option provides NEP Member (or its nominee) the indirect ownership, through the surviving Blocker of such Blocker Merger, of the number of Class B Units set forth in such Call Option Notice, less the number of Class B Units that Investor has elected for the NEP Member (or its nominee) to purchase directly in connection with such Call Option); and (v) the aggregate number of Class B Units acquired in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, be no more than: (A) from December 15, 2027, but prior to December 15, 2028, twenty percent (20%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (B) from December 15, 2028, but prior to December 15, 2029, forty percent (40%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (C) from December 15, 2029, but prior to December 15, 2030, sixty percent (60%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (D) from December 15, 2030, but prior to December 15, 2031, eighty percent (80%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); and (E) from December 15, 2031, but prior to December 15, 2032, one hundred percent (100%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units). (d) Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange; (ii) (A) the Registration Rights Agreement is in effect with respect to the NEP Common Units to be issued as part of the Call Option Purchase Price (or into which the Non-Voting NEP Common Units are convertible), subject to and in accordance with the terms of the NEP Limited Partnership Agreement, and (B) NEP shall use commercially reasonable efforts to file, as promptly as practicable following the delivery of the applicable Call Option Notice, a registration statement with the Commission registering the resale of the NEP Common Units to be issued at the Call Option Closing as part of the Call Option Purchase Price (or into which the Non-Voting NEP Common Units issued at such Call Option Closing are convertible); and (iii) on such Call Option Closing Date, there shall be no Call Option Cash Shortfall. (e) NEP Member may pay any Call Option Purchase Price, at its option (subject to Section 7.02(d) above), in either cash, Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units). (f) Any NEP Common Units or Non-Voting NEP Common Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the Trading Day immediately preceding the date of the Call Option Notice and (ii) the listed price of a NEP Common Unit as of the end of trading on the Trading Day immediately preceding the date of the Call Option Notice. (g) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws), to NEP Member or its nominee; (ii) NEP Member or its nominee will pay the cash portion of the Call Option Purchase Price to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds; and (iii) NEP shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) to the Class B Members, and, in connection therewith, NEP shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such NEP Common Units or Non-Voting NEP Common Units, as the case may be, to such Class B Members (or their nominee(s)). No fractional NEP Common Units 94 or Non-Voting NEP Common Units, as the case may be, will be issued. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the applicable Acquisition Date of the Class B Units to be purchased until the date of the actual Call Option Closing. (h) Each Class B Member hereby agrees that, in connection with each Call Option Closing, such Class B Member (or its Affiliates) shall use reasonable best efforts to obtain Qualifying Financing and shall borrow an amount thereunder that, together with the aggregate amount of any Call Option Cash Consideration, if any, to be paid to such Class B Member and all other cash on hand and all Cash Equivalents of such Class B Member, provides such Class B Member sufficient cash to repay the portion of such Class B Member’s then outstanding Indebtedness under any Class B Permitted Loan Financing required to be repaid as a result of such exercise of the Call Option (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees, and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment), and to cause the release of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws) on the Class B Units being acquired pursuant to the exercise of such Call Option. To the extent that the net proceeds from the Qualifying Financing, together with the aggregate Call Option Cash Consideration to be paid to such Class B Member (net of any deductions or withholdings therefrom pursuant to Section 7.02(m)) and all other cash on hand and Cash Equivalents of the applicable Class B Member, are insufficient to repay in full the portion of Indebtedness under such Class B Permitted Loan Financing that is required to be repaid (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment) as a result of the exercise of such Call Option (such deficiency, a “Call Option Cash Shortfall”), then such Class B Member shall use reasonable best efforts to remedy such Call Option Cash Shortfall as promptly as practicable by obtaining Qualifying Financing (or additional Qualifying Financing) in an amount required to remedy the Call Option Cash Shortfall. The Members agree that, if any Class B Permitted Loan Financing is outstanding at such time, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall. If there is a Call Option Cash Shortfall and the applicable Class B Members are unable, using their respective reasonable best efforts to, secure Qualifying Financing or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall by the Call Option Closing Date set forth in the applicable Call Option Notice (the “Scheduled Call Option Buyout Date”), then the applicable Call Option Closing shall automatically be delayed for a period (a “Call Option Delay Period”) commencing on the Scheduled Call Option Buyout Date and ending upon the earliest to occur of (i) the Call Option Closing, (ii) NEP Member’s delivery of written revocation of the applicable Call Option Notice to the Class B Member Representative at any time after the Scheduled Call Option Buyout Date, and (iii) the date that is twenty (20) Business Days after the Scheduled Call Option Buyout Date. During any such Call Option Delay Period, the Class B Members shall use their respective 95 reasonable best efforts to secure Qualifying Financing, or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount that is sufficient to remedy the Call Option Cash Shortfall; provided, however, that, at any time and from time to time during such Call Option Delay Period, NEP Member shall be entitled to modify the proportions of cash and Non-Voting NEP Common Units (or NEP Common Units, if requested pursuant to Section 7.02(b)) to be used to pay the Call Option Purchase Price at the applicable Call Option Closing, upon notice thereof delivered to the Class B Member Representative on or after the Scheduled Call Option Buyout Date. If, following the Scheduled Call Option Buyout Date, the Class B Members are able, using their respective reasonable best efforts, to remedy the Call Option Cash Shortfall, then (A) the Class B Member Representative shall promptly deliver written notice thereof to NEP Member, (B) the applicable Call Option Closing shall occur as promptly thereafter as practicable, and (C) at the applicable Call Option Closing, the amount of the Call Option Purchase Price and the Issuance Price for Non-Voting NEP Common Units (or NEP Common Units, if requested pursuant to Section 7.02(b)) to be issued as payment (or partial payment) of the applicable Call Option Purchase Price shall be the same as is set forth in the original Call Option Notice; provided that, if the Class B Members are unable to remedy the applicable Call Option Cash Shortfall by the expiration of the applicable Call Option Delay Period, then the obligation of the Class B Members to use their respective reasonable best efforts to secure Qualifying Financing, or to refinance the existing Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall shall cease concurrently with such expiration of the applicable Call Option Delay Period. (i) Following consummation of the Call Option Closing pursuant to which all of the a Class B Member’s Class B Units are cancelled in exchange for cash proceeds.acquired by NEP Member (or its nominee), the Managing Member will amend this Agreement to reflect the withdrawal of such Class B Member and the transfer of the Class B Units effective as of the

Call Option. Subject to the terms and conditions of this Agreement, at any time and from time to time during the period that commences on the date of this Agreement and terminates at the close of business on November 8, 2021 (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation“Call Exercise Period”), the Aggregator Company shall have the rightright (the “Call Right”), for 12 months followingbut not the obligation, as applicable, each to cause the Purchaser to purchase a Note in the amount referenced in the Call Exercise Notice. A Closing pursuant to a Call Exercise Notice shall take place not later than five calendar days following the earlier of (i) date of delivery to the Termination Date Purchaser of such Call Exercise Notice or (ii) the date on which all of such violation or conduct the conditions precedent (oras set forth hereinbelow) have been met. As of the date of delivery of the Call Exercise Notice and the relevant Closing thereunder: (a) the Company shall have reported “operating income” (in the manner historically calculated except as provided below) on its Quarterly Report on Form 10-Q for the fiscal quarter immediately preceding the fiscal quarter in which the Call Exercise Notice was delivered; provided, however, that, if latersuch “immediately preceding” fiscal quarter is the Company’s fourth fiscal quarter of its fiscal year, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the then such “Call Option”), and each member of Executive’s Group operating income” shall be required to sell to determined by subtracting from the AggregatorCompany’s operating income for such fiscal year (as reported on the Company’s Annual Report on Form 10-K and calculated as provided below) the Company’s operating income for the first three fiscal quarters of its fiscal year (as reported on the Company’s most recent Quarterly Report on Form 10-Q and calculated as provided below); and provided, all or any portion further, that in calculating “operating income” for purposes of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of this Agreement, there shall be excluded (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) charges, expenses or deductions for amortization and depreciation, and (ii) Cost; providedcharges, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect expenses or deductions relating to the Executive’s Common Units and Vested Incentive Units.issuance, existence, conversion or exercise of Commitment Shares, Notes or Warrants pursuant to this Agreement; (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to Company and each member of Executive’s Group of its intention Subsidiaries shall not be in default of any of its obligations to purchase Unitsany third party, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place other than defaults existing at the principal office date of the Aggregator on this Agreement or that would not reasonably be expected to have a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units.Material Adverse Effect; (c) The provisions the Company shall not be in default under its reporting obligations under the Exchange Act; (d) the Company shall not be subject to a Bankruptcy Event; (e) the Company shall have commenced the process of this Section 4.2 shall cease to preparation of (and thereafter be effective upon the occurrence of a Sale Transaction in connection with which all actively prosecuting) its Proxy Statement on Schedule 14A, one of the Units are cancelled items of which shall be the Company’s proposal to redomicile the Company from Minnesota to Nevada, which proposal shall be actively supported and unanimously recommended by the Board of Directors; and (f) no less than two weeks shall have elapsed since the immediately previous Closing. Further, the number of Underlying Shares in exchange for cash proceedsrespect of such exercised Call Right shall be not greater than 200% of the aggregate trading volume of the Common Stock during the three weeks prior to the date of the relevant Closing.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator shall have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). 4.1 Subject to the provisions of Section 5this clause 4, ▇▇▇ hereby grants to the Company an option to purchase the ▇▇▇ Group's entire interest in the HK Portal Business (the Portal Call Option). 4.2 The Company may exercise the Portal Call Option at any time during the Option Period by giving notice to ▇▇▇, in accordance with clause 12, that it wishes to do so (an Option Notice). An Option Notice, once served, may not be revoked. 4.3 The price payable by the Company (the Option Price) for the relevant interests in respect of which the Portal Call Option has been exercised (the Relevant Assets) shall be the fair market value of the Relevant Assets as at the date of the option notice determined by an internationally recognised firm of accountants (the Expert) appointed by the Parties at the time of the exercise by the Company of the Portal Call Option, or failing agreement, to be selected by the President for the time being of the Institute of Chartered Accountants in Hong Kong. The Expert shall act as an expert and not as an arbitrator, and its determination shall be final and binding on the Parties save for manifest error. 4.4 ▇▇▇ undertakes that it will make available to the Expert such information about the Relevant Assets as the Expert may reasonably require to determine the Option Price, or procure that such information be made available to the Expert as soon as practicable. The cost of the determination of the Option Price shall be borne by the Parties equally. 4.5 Completion of the sale and purchase of the Relevant Assets shall (in the absence of agreement between the Parties) take place on the later of: (a) the tenth Business Day following the determination of the Option Price by the Expert; and <PAGE> (b) the tenth Business Day following the day on which all necessary approvals in respect of such sale and purchase have been obtained from any competent supranational, governmental or regulatory agencies or authorities. 4.6 ▇▇▇ warrants to the Company that: (a) it is and shall remain, until the exercise of the Portal Call Option or the expiry of the Option Period, the closing beneficial owner of the purchase shall take place at assets which are the principal office subject matter of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving Portal Call Option and has and will have full power and authority to grant an option in respect of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units same on the same terms and conditions set forth in of this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase UnitsDeed; (b) it shall not, and the provisions herein with respect prior to the exercise of the Portal Call Option or the expiry of the Option Period, transfer, dispose of, charge, pledge or encumber in any way its interest in the assets which are the subject matter of the Portal Call Option, unless such transfer, disposal, charge, pledge or encumbrance is to, or in favour of, the Company; and (c) each of the assets which are the subject matter of the Portal Call Option shall be deemed sold free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever and with all rights attaching to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one them at the date of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all exercise of the Units are cancelled in exchange for cash proceedsPortal Call Option.

Call Option. (a) If Executive’s employment with the Employer At any time, and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer from time to time, from and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violationafter January 1, the Aggregator 2015, Bluefly shall have the right, for 12 months following, as applicable, each of option (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required ) to sell to the Aggregator, purchase any or all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at any other Member for a purchase price per Unit equal to the lesser of (i) Fair Market Value the Call Option Valuation divided by (ii) the sum of such Unit (measured A) the number of Common Units outstanding as of the date that the Call Option is so exercised and (B) the number of Common Units issuable upon the exercise of any Preferred Units outstanding as of such date; provided that the purchase price for a Unit shall, in no event, be less than the Initial Capital Contribution made with respect to such Unit, plus interest accruing on an annual basis from the date or dates that such Initial Capital Contribution was funded at the rate of five percent (5%) per annum. Bluefly may exercise the Call Option by providing written notice thereof (a “Call Option Exercise Notice”) to the Member or Members who hold Units with respect to which the election to purchase such units Call Option is delivered being exercised (the “Repurchase Notice DateSelling Members”) and (ii) Cost; provided), that such purchase which notice shall include the number of Units to be purchased from each Selling Member, the price shall not be less than zero. Except per Unit as provided in calculated pursuant to this Section 4.2(a), no Call Option shall exist with respect to 19.10 and the Executive’s Common Units and Vested Incentive UnitsBluefly Price Per Share as of the date of such exercise. (b) If Upon any exercise of the Aggregator desires Call Option, the Selling Member(s) shall have the right, subject to the limitations set forth in Section 19.10(c), to determine whether all or part of the purchase price for its Units will be paid in cash or Bluefly Common Stock by providing Bluefly with written notice of such determination (an “Election Notice”) within twenty (20) days of receipt of the Call Option Exercise Notice, provided that, in the event that no notice is provided within such twenty (20) day period, all of the purchase price to be paid to such Selling Member shall be paid in cash. To the extent that a Selling Member elects to have all or a portion of the purchase price paid in Bluefly Common Stock it will receive with respect thereto a number of shares of Bluefly Common Stock equal to the purchase price to be so paid divided by the Bluefly Price Per Share as of the date that the Call Option was exercised. (c) Notwithstanding Section 19.10(b): (i) no Selling Member will have the right to have any purchase price for shares to be repurchased pursuant to the exercise of a Call Option to be paid in shares of Bluefly Common Stock if the Bluefly Common Stock is not then registered pursuant to the Securities Exchange Act of 1934, as amended; and (ii) the total number of shares of Bluefly Common Stock issued in connection with any and all exercises of the Call Option pursuant to this Section 4.219.10(b) shall not exceed 4,918,856 (the “Share Cap”). To the extent that multiple Selling Members elect to have their purchase price paid in shares of Bluefly Common Stock such that the Share Cap would be exceeded, shares will be allocated to Selling Members based upon the Aggregator shall send written notice date upon which their Election Notices were delivered, with shares being allocated to each member of Executive’s Group of its intention to purchase Units, specifying those Election Notices first delivered. To the number and class of Units to be purchased and extent that the purchase price thereof with respect to multiple Election Notices delivered on the same day cannot be fully paid in Bluefly Common Stock, shares shall be allocated amongst such Election Notices on a pro rata basis, based on the amount of purchase price requested to be paid in Bluefly Common Stock in each such Election Notice. Any amounts that cannot be paid in Bluefly Common Stock as a result of the limitations set forth herein shall be paid in cash. (the “Call Notice”). Subject to the provisions of Section 5, the d) The closing of the purchase shall take place at the principal office sale of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option any Units pursuant to this Section 4.2 (or elects to an exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(stake place on the sixtieth (60th) mutatis mutandis. If more than one day following the exercise of the Blackstone Limited PartnerCall Option. In connection with any issuance of Bluefly Common Stock at any such closing, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then Selling Member receiving such electing Limited Partners Bluefly Common Stock shall be entitled required to participate on a pro-rata basisexecute an agreement containing such representations, proportionate to their then-current ownership of Units. (c) The provisions of this Section 4.2 shall cease warranties and covenants as Bluefly may reasonably determine to be effective upon the occurrence of a Sale Transaction necessary in connection order to comply with which all of the Units are cancelled in exchange for cash proceedsapplicable law.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or 8.2.1 Without limitation of Section 3.8, in the event of a Restrictive Covenant Violationany Termination of Services, the Aggregator Partnership shall have the right, for 12 months following, as applicable, each of (i) right but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), obligation to purchase (together with the rights in Section 4.2(b), the “Call OptionRight”)) from such Management Limited Partner whose Services terminated from time to time until the Repurchase Deadline, and each member of Executive’s Group such Management Limited Partner shall be required to sell to the AggregatorPartnership, any or all or any portion of the Common Units and such Vested Incentive Units then held by such member of Executive’s Group Management Limited Partner at a purchase price per Unit equal to the lesser applicable purchase price determined pursuant to Section 8.2.3; provided, however, that if such Termination of Services was by the Partnership or any of its Subsidiaries for Cause or by the Management Limited Partner without Good Reason, then such right shall also apply to any or all Class A Units then held by such Management Limited Partner. Any Units purchased by the Partnership shall be canceled. If the Partnership elects to exercise its rights under this Section 8.2.1, it shall provide written notice (the “Notice”) either (a) to a Management Limited Partner who is not a Substantial Management Limited Partner prior to the end of the twelfth month immediately following such Termination of Services or (b) to a Management Limited Partner who is a Substantial Management Limited Partner prior to the forty-fifth day preceding the end of the twelfth month immediately following such Termination of Services (in each case, the “Notice Deadline”), of such election of the Call Right by the Partnership (which Notice shall include the purchase price to be paid for such Units as determined by the General Partner in accordance with Section 8.2.3), and the Management Limited Partner will be obligated to sell to the Partnership the number of Units elected to be purchased by the Partnership. Any such purchase must be completed on or before the Repurchase Deadline. All rights under this Section 8.2 shall expire upon the occurrence of a Qualified IPO. 8.2.2 In the event that the Partnership elects not to exercise its Call Right in full, the Partnership shall provide written notice to the Apollo Group on or at any time prior to the Notice Deadline of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Limited Partner’s Eligible Units which the Partnership will not purchase, and the Apollo Group shall have the right but not the obligation to purchase and such Management Limited Partner shall be required to sell to the Apollo Group, any or all of such Class A Units and Vested Units subject to the Call Right that the Partnership has not elected to purchase under this Section 8.2 (the “Eligible Units”) then held by such Management Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 8.2.3. The Apollo Group’s rights to provide an Election Notice shall terminate on the Notice Deadline. Upon receipt of the Apollo Group’s notice to exercise its rights under this Section 8.2.2 prior to the termination of such right in accordance with this Section 8.2.2, the Partnership will notify (the “Election Notice”) the Management Limited Partner of any election of the Call Right by the Apollo Group (which Election Notice shall include the purchase price to be paid for such Units as determined by the General Partner in accordance with Section 8.2.3), and the Management Limited Partner will be obligated to sell to the Apollo Group the number of Eligible Units elected to be purchased by the Apollo Group. Any such purchase must be completed on or before the Repurchase Deadline. 8.2.3 In the event of a purchase by the Partnership pursuant to Section 8.2.1 and/or the Apollo Group pursuant to Section 8.2.2 (each a “Units Buyer”), the purchase price shall be a price per Unit equal to the amount the holder of such Unit would be entitled to receive for such Units if all of the Partnership’s assets were sold for their Fair Market Value on the date of such Termination of Services and the proceeds of such sale were distributed to the Partners in accordance with Section 4.1.1 as determined by the General Partner in good faith; provided that, for purposes of this Section 8.2.3, if the affected Management Limited Partner holds Class B Units and Class C Units representing at least 0.75% of the total number of Units then outstanding (including the Units being purchased pursuant to this Section 8.2.3) (a “Substantial Management Limited Partner”) and such Management Limited Partner disagrees with the General Partner’s determination of the Fair Market Value of such Unit assets, such Management Limited Partner may within 30 days of delivery of the Notice (measured or, if no Notice is delivered, the Election Notice) require the Partnership to retain an independent certified appraiser, investment banker or similar valuation specialist (“Independent Appraiser”) as mutually agreed upon by the General Partner and such Management Limited Partner to determine the Fair Market Value of such assets (a “Valuation”) (which determination by the Independent Appraiser shall be final and binding on the parties), the cost of which will be borne by the Partnership unless the Fair Market Value of the assets as determined by the Independent Appraiser is 110% or less of the Fair Market Value of such assets as determined by the General Partner, in which case, the Management Limited Partner shall bear the cost of such appraisal. If the Fair Market Value of such assets as determined by the Independent Appraiser is more than 110% of the Fair Market Value of such assets as determined by the General Partner, the General Partner may elect to rescind its exercise of the Call Right with respect to such Units. 8.2.4 The Units Buyer may pay the purchase price for such Units by delivery of funds deposited into an account designated by the Management Limited Partner, a bank cashier’s check, a certified check or a company check of the Units Buyer for the purchase price; provided that if the Units Buyer is the Partnership and has the right to purchase such Units during the period following an Initial Public Offering or Subsidiary IPO, the Partnership shall have the right (but not the obligation) to pay for up to fifty percent (50%) of the purchase price for such Units through delivery of a number of shares of Issuer Common Stock determined by dividing (A) the portion of the aggregate purchase price of the Units being sold by such Management Limited Partner that is being paid in Issuer Common Stock by (B) the Public Share FMV as of the date close of trading on which the election trading day immediately prior to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zerodelivery thereof to the Management Limited Partner. Except as provided Notwithstanding anything to the contrary in this Section 4.2(a)Agreement, no Call Option shall exist the Partnership may deduct and withhold from the amounts otherwise payable pursuant to this Agreement such amounts as necessary to comply with the Code, or any other provision of applicable law, with respect to the Executive’s Common Units and Vested Incentive Unitsmaking of such payment. (b) If 8.2.5 In the Aggregator desires event that following the exercise of the rights under this Section 8.2, the Partnership and/or the Apollo Group are unable to exercise the Call Option purchase any Units pursuant to this Section 4.28.2 prior to the Repurchase Deadline as a result of a Repurchase Issue for any of the reasons set forth in the definition of Repurchase Issue, the Aggregator shall send written notice to each member of ExecutivePartnership’s Group of its intention and the Apollo Group’s (as applicable) obligation to purchase such Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject applicable Management Limited Partner’s obligation to the provisions of Section 5sell such Units, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option in each case pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units)8.2, the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitscease. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (ai) If Other than as set forth in the second sentence of Section 4(b)(vii), upon and following (A) a termination of the Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates SOI for Cause or (or if Executive voluntarily resigns B) the termination of the Executive’s employment with for any reason (other than the Employer and its Affiliates when grounds Executive’s death) within one year following the date of this Agreement for Cause exist) any reason (or in the event of a Restrictive Covenant Violationno reason), the Aggregator Company shall have the right, for 12 months following, as applicable, each of right and option (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member but not the obligation, to purchase from the Executive (or his estate or permitted transferees) any or all of the shares of Company Common Stock or Company Preferred Stock, as the case may be, owned by the Executive. The purchase price (the “Call Price”) of the Company Common Stock or Company Preferred Stock, as the case may be, subject to purchase under this provision (the “Called Shares”) shall be (x) in the case of (A) a termination of the Executive’s Group shall be required to sell to employment by the Aggregator, all Company for Cause or any portion (B) the termination of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to employment for any reason (other than the lesser Executive’s death) within one year following the date of (i) this Agreement, the lower of the Company Common Initial Value or the Company Preferred Initial Value, as the case may be, of such Called Shares or the Fair Market Value of such Unit (measured as Called Shares on the date of the date on which the election to purchase such units is delivered applicable “Call Notice” (the “Repurchase Notice Date”) and as defined below). (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to The Company may exercise the Call Option pursuant by delivering or mailing to the Executive (or to his estate, if applicable), in accordance with Section 15 of this Section 4.2Agreement, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof exercise (the a “Call Notice”). Subject to The Call Notice shall specify the provisions of Section 5date thereof, the closing number of Called Shares and the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day Call Price. (iii) Within ten (10) days after the giving his receipt of the Call Notice, the Executive (or his estate) shall tender to the Company, at its principal office the certificate or certificates representing the Called Shares, duly endorsed in blank by the Executive (or his estate) or with duly endorsed stock powers attached thereto, all in form suitable for the transfer of such shares to the Company. Notwithstanding Upon its receipt of such shares, the foregoingCompany shall pay to the Executive the aggregate Call Price therefor, if in cash or by wire transfer of immediately available funds. (iv) The Company will be entitled to receive customary representations and warranties from the Aggregator elects Executive (or his estate) regarding the sale of the Called Shares pursuant to the exercise of the Call Option as may reasonably requested by the Company, including but not limited to the representation that the Executive has good and marketable title to the Called Shares to be transferred free and clear of all liens, claims and other encumbrances. (v) If the Company delivers a Call Notice, then from and after the time of delivery of the Call Notice, the Executive shall no longer have any rights as a holder of the Called Shares subject thereto (other than the right to receive payment of the Call Price as described above), and such Called Shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company shall be deemed to be the owner and holder of such Called Shares. (vi) Any Company Common Shares as to which the Call Option is not exercised will remain subject to all terms and conditions of this Agreement, including the continuation of the Company’s right to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsOption. (cvii) The provisions This Section 4(b) is in addition to, and not in lieu of, any rights and obligations of the Executive and the Company in respect of the Shares contained in the “Stockholders Agreement” (as defined below). Notwithstanding the above, this Section 4.2 4(b) shall cease be ineffective as to be effective upon each Company Common Share on and following an IPO or any other event which causes the occurrence of a Sale Transaction in connection with Company Common Stock, or other securities for which all or substantially all of the Units are cancelled in exchange Company Common Stock may have been exchanged, to be or become listed for cash proceedstrading on or over an established securities market or established trading system.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in In the event of a Restrictive Covenant Violationthat the Investor Member does not deliver the Election Notice to the Purchaser during the Put Option Period, the Aggregator Purchaser shall have the right, for 12 months following, as applicable, each of right and option (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to ) at any time following the Aggregator, all or any portion end of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a Put Option Period (the “Call Option Period”) to purchase price per Unit the Investor Member Membership Interest for an amount (the “Call Price”) equal to the lesser of (i) Fair Market Value of such Unit (measured as fair market value of the date on which the election to purchase such units is delivered Investor Member Membership Interest (the “Repurchase Notice DateInvestor Member Membership Interest FMV”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to plus the Executive’s Common Units amounts due and Vested Incentive Unitsowing, if any, under the Indemnification Agreement (QALICB). (b) If the Aggregator desires to exercise If, at any time during the Call Option Period, the Purchaser elects to purchase the Investor Member Membership Interest pursuant to the provisions of this Section 4.23, it shall give the Aggregator shall send written Investor Member notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof such election (the “Call Notice”). Subject to The Call Notice shall contain the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving Purchaser’s preliminary determination of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of UnitsPrice. (c) The Investor Member may, within five (5) business days of receipt of the Call Notice, send written notice to the Purchaser objecting to the Purchaser’s preliminary determination of the Call Price (the “Objection Notice”). If the Purchaser does not receive from the Investor Member the Objection Notice within such time period, the amount set forth in the Call Notice shall be the Call Price. If the Investor Member timely objects to the amount set forth in the Call Notice for the Call Price, and if such disagreement is not otherwise resolved by agreement between the parties, then the Call Price shall be determined as follows: The Investor Member Membership Interest FMV shall be determined by an independent appraiser, selected as follows: As soon as practicable and in any event within ten (10) days following the delivery by the Purchaser of the Call Notice to the Investor Member, the Purchaser shall submit to the Investor Member a list of at least three (3) appraisers. Each appraiser so specified must have at least ten (10) years experience in valuing commercial properties and in valuing interests in limited liability company interests. The Investor Member shall have ten (10) days after receiving such list to specify by written notice to the Purchaser the appraiser from such list which it selects as the appraiser hereunder. If the Investor Member does not so select an appraiser from such list within such period of time, then the Purchaser may select an appraiser from such list as the appraiser hereunder. The appraiser shall be instructed to determine the fair market value of the Investor Member Membership Interest as of the date of the Call Notice. The appraiser shall take into account all facts and circumstances concerning the Investor Member Membership Interest as it shall determine relevant in making its determination, including in any event any legal provisions affecting the Investor member Membership Interest and the assets of the Fund, including those set forth in the Fund Agreement, the NDC CDE Agreement, the Amended and Restated Operating Agreement of BR CDE of even date herewith (the “BR CDE Agreement”), and the Amended and Restated Operating Agreement of NCCLF CDE of even date herewith (the “NCCLF CDE Agreement”). The appraiser shall be instructed to deliver written notice of his/her determination to the Purchaser and the Investor Member within twenty (20) days of his/her engagement, and the appraiser’s determination shall be final, binding, and conclusive on the parties as the Call Price hereunder. (d) Within thirty (30) calendar days following the determination of the Call Price pursuant to Section 3(c) above, the Purchaser shall pay to the Investor Member the Call Price. Upon payment of the Call Price, title to the Investor Member Membership Interest shall vest in the Purchaser, and the Investor Member shall no longer have a Membership Interest in the Fund. (e) Each of the parties shall bear its own closing costs attributable to the exercise of the Call Option, except that the parties shall jointly bear the cost of any appraiser selected pursuant to this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds3.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or in the event of a Restrictive Covenant Violation, the Aggregator Investor Member shall have the right, for 12 months following, as applicable, each option to purchase Sponsor Member’s entire Membership Interest at the Call Price by giving an irrevocable written notice of (i) the Termination Date or (ii) the date exercise of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), option to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Common Units and Vested Incentive Units then held by such member of Executive’s Group at a purchase price per Unit equal to the lesser of (i) Fair Market Value of such Unit (measured as of the date on which the election to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof Sponsor Member (the “Call Notice”) at any time during the six (6) month period commencing on the first day of the thirty-ninth (39th) full calendar month after the Effective Date and ending on the last day of the forty-fourth (44th) full calendar month after the Effective Date (the “Call Exercise Period”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after Upon the giving of the Call Notice. Notwithstanding , Sponsor Member shall be obligated to sell to Investor Member the foregoing, if the Aggregator elects not to exercise entire Membership Interest of Sponsor Member for the Call Option pursuant to this Section 4.2 (or elects to exercise Price and otherwise upon the Call Option with respect to less than all Units), the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written 7.7, except that, notwithstanding the foregoing, Sponsor Member shall have the right, upon notice given to each member Investor Member within ten (10) Business Days of Executivethe delivery of the Call Notice, to retain up to one and two-tenth percent (1.2%) of Sponsor Member’s Group Membership Interest. The Percentage Interest in the Company which Sponsor Member desires to sell to Investor Member shall herein be referred to as the “Call Interest”. Following the closing of the purchase and sale of the Call Interest, Sponsor Member shall relinquish its intention right to purchase Unitsbe the Managing Member, to make Capital Calls and to request Major Decisions hereunder and otherwise participate in the management of the Company. For the purposes of this Section 7.7, the term “Call Price” shall mean an amount equal to the product of (A) the Exit Valuation Amount, less the outstanding principal balance of the Loans as of the Call Interest Closing Date, and the provisions herein with respect to (B) the Call Option Interest. In no event shall be deemed Investor Member have the right to apply to such applicable Limited Partner(s) mutatis mutandis. If deliver more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units(1) Call Notice. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist) or 8.2.1 Without limitation of Section 3.8, in the event of a Restrictive Covenant Violationany Termination of Services, the Aggregator Partnership shall have the right, for 12 months following, as applicable, each of (i) right but not the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), obligation to purchase (together with the rights in Section 4.2(b), the “Call OptionRight”)) from such Management Limited Partner whose Services terminated from time to time until the Repurchase Deadline, and each member of Executive’s Group such Management Limited Partner shall be required to sell to the AggregatorPartnership, any or all or any portion of the Common Units and such Vested Incentive Units then held by such member of Executive’s Group Management Limited Partner at a purchase price per Unit equal to the lesser applicable purchase price determined pursuant to Section 8.2.3; provided, however, that if such Termination of Services was by the Partnership or any of its Subsidiaries for Cause or by the Management Limited Partner without Good Reason, then such right shall also apply to any or all Class A Units then held by such Management Limited Partner. Any Units purchased by the Partnership shall be canceled. If the Partnership elects to exercise its rights under this Section 8.2.1, it shall provide written notice (the “Notice”) either (a) to a Management Limited Partner who is not a Substantial Management Limited Partner prior to the end of the twelfth month immediately following such Termination of Services or (b) to a Management Limited Partner who is a Substantial Management Limited Partner prior to the forty-fifth day preceding the end of the twelfth month immediately following such Termination of Services (in each case, the “Notice Deadline”), of such election of the Call Right by the Partnership (which Notice shall include the purchase price to be paid for such Units as determined by the General Partner in accordance with Section 8.2.3), and the Management Limited Partner will be obligated to sell to the Partnership the number of Units elected to be purchased by the Partnership. Any such purchase must be completed on or before the Repurchase Deadline. All rights under this Section 8.2 shall expire upon the occurrence of a Qualified IPO. 8.2.2 In the event that the Partnership elects not to exercise its Call Right in full, the Partnership shall provide written notice to the Apollo Group on or at any time prior to the Notice Deadline of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Limited Partner’s Eligible Units which the Partnership will not purchase, and the Apollo Group shall have the right but not the obligation to purchase and such Management Limited Partner shall be required to sell to the Apollo Group, any or all of such Class A Units and Vested Units subject to the Call Right that the Partnership has not elected to purchase under this Section 8.2 (the “Eligible Units”) then held by such Management Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 8.2.3. The Apollo Group’s rights to provide an Election Notice shall terminate on the Notice Deadline. Upon receipt of the Apollo Group’s notice to exercise its rights under this Section 8.2.2 prior to the termination of such right in accordance with this Section 8.2.2, the Partnership will notify (the “Election Notice”) the Management Limited Partner of any election of the Call Right by the Apollo Group (which Election Notice shall include the purchase price to be paid for such Units as determined by the General Partner in accordance with Section 8.2.3), and the Management Limited Partner will be obligated to sell to the Apollo Group the number of Eligible Units elected to be purchased by the Apollo Group. Any such purchase must be completed on or before the Repurchase Deadline. 8.2.3 In the event of a purchase by the Partnership pursuant to Section 8.2.1 and/or the Apollo Group pursuant to Section 8.2.2 (each a “Units Buyer”), the purchase price shall be a price per Unit equal to the amount the holder of such Unit would be entitled to receive for such Units if all of the Partnership’s assets were sold for their Fair Market Value on the date of such Termination of Services and the proceeds of such sale were distributed to the Partners in accordance with Section 4.1.1 as determined by the General Partner in good faith; provided that, for purposes of this Section 8.2.3, if the affected Management Limited Partner holds Class B Units representing at least 0.75% of the total number of Units then outstanding (including the Units being purchased pursuant to this Section 8.2.3) (a “Substantial Management Limited Partner”) and such Management Limited Partner disagrees with the General Partner’s determination of the Fair Market Value of such Unit assets, such Management Limited Partner may within 30 days of delivery of the Notice (measured or, if no Notice is delivered, the Election Notice) require the Partnership to retain an independent certified appraiser, investment banker or similar valuation specialist (“Independent Appraiser”) as mutually agreed upon by the General Partner and such Management Limited Partner to determine the Fair Market Value of such assets (a “Valuation”) (which determination by the Independent Appraiser shall be final and binding on the parties), the cost of which will be borne by the Partnership unless the Fair Market Value of the assets as determined by the Independent Appraiser is 110% or less of the Fair Market Value of such assets as determined by the General Partner, in which case, the Management Limited Partner shall bear the cost of such appraisal. If the Fair Market Value of such assets as determined by the Independent Appraiser is more than 110% of the Fair Market Value of such assets as determined by the General Partner, the General Partner may elect to rescind its exercise of the Call Right with respect to such Units. 8.2.4 The Units Buyer may pay the purchase price for such Units by delivery of funds deposited into an account designated by the Management Limited Partner, a bank cashier’s check, a certified check or a company check of the Units Buyer for the purchase price; provided that if the Units Buyer is the Partnership and has the right to purchase such Units during the period following an Initial Public Offering or Subsidiary IPO, the Partnership shall have the right (but not the obligation) to pay for up to fifty percent (50%) of the purchase price for such Units through delivery of a number of shares of Issuer Common Stock determined by dividing (A) the portion of the aggregate purchase price of the Units being sold by such Management Limited Partner that is being paid in Issuer Common Stock by (B) the Public Share FMV as of the date close of trading on which the election trading day immediately prior to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zerodelivery thereof to the Management Limited Partner. Except as provided Notwithstanding anything to the contrary in this Section 4.2(a)Agreement, no Call Option shall exist the Partnership may deduct and withhold from the amounts otherwise payable pursuant to this Agreement such amounts as necessary to comply with the Code, or any other provision of applicable law, with respect to the Executive’s Common Units and Vested Incentive Unitsmaking of such payment. (b) If 8.2.5 In the Aggregator desires event that following the exercise of the rights under this Section 8.2, the Partnership and/or the Apollo Group are unable to exercise the Call Option purchase any Units pursuant to this Section 4.28.2 prior to the Repurchase Deadline as a result of a Repurchase Issue for any of the reasons set forth in the definition of Repurchase Issue, the Aggregator shall send written notice to each member of ExecutivePartnership’s Group of its intention and the Apollo Group’s (as applicable) obligation to purchase such Units, specifying the number and class of Units to be purchased and the purchase price thereof (the “Call Notice”). Subject applicable Management Limited Partner’s obligation to the provisions of Section 5sell such Units, the closing of the purchase shall take place at the principal office of the Aggregator on a date specified by the Aggregator not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if the Aggregator elects not to exercise the Call Option in each case pursuant to this Section 4.2 (or elects to exercise the Call Option with respect to less than all Units)8.2, the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units on the same terms and conditions set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Unitscease. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.

Call Option. (a) If Executive’s employment with Notwithstanding anything to the Employer contrary in Section 7.5, at any time during the period commencing on the third (3rd) anniversary of the date hereof and its Affiliates ending on the date which is terminated by the Employer or its Affiliates for Cause ninety (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist90) or in the event of a Restrictive Covenant Violationdays thereafter, the Aggregator shall ▇▇▇▇▇ will have the right, for 12 months following, as applicable, each of (i) the Termination Date or (ii) the date of such violation or conduct (or, if later, the date on which the General Partner has actual knowledge thereof), continuing right to purchase (together with the rights in Section 4.2(b), the “Call Option”), and each member of Executive’s Group shall be required to sell to the Aggregator, all or any portion of the Minority Member’s Common Units and Vested Incentive Units then held by (any such member of Executive’s Group at Member, a “Selling Minority Member”) for an aggregate purchase price per Unit equal to the lesser Call Purchase Price by delivering written notice of (i) Fair Market Value the exercise of such Unit (measured as of the date on which the election right to purchase such units is delivered (the “Repurchase Notice Date”) and (ii) Cost; provided, that such purchase price shall not be less than zero. Except as provided in this Section 4.2(a), no Call Option shall exist with respect to the Executive’s Common Units and Vested Incentive Units. (b) If the Aggregator desires to exercise the Call Option pursuant to this Section 4.2, the Aggregator shall send written notice to each member of Executive’s Group of its intention to purchase Units, specifying the number and class of Units to be purchased and the purchase price thereof Selling Minority Member (the “Call Notice”). Subject The date on which such Selling Minority Member receives the Call Notice hereinafter is referred to as the “Call Delivery Date”. ▇▇▇▇▇ and such Selling Minority Member each acknowledge and agree that, for purposes of calculating the Call Purchase Price, the specified date with respect to the provisions of Section 5, Call Equity Value Per Common Unit shall be the closing last day of the purchase calendar month ending immediately prior to the Call Closing Date (as defined below). (b) The Selling Minority Member shall take place be obligated to sell all of such Selling Minority Member’s Common Units to ▇▇▇▇▇ requested to be purchased by ▇▇▇▇▇ in the Call Notice pursuant to Section 7.8(a) hereof (the “Call Securities”), at a closing (the principal office of the Aggregator “Call Closing”) on a such date specified as mutually agreed to by the Aggregator ▇▇▇▇▇ and such Selling Minority Member, which date shall not be later than the 30th day earlier of (i) sixty (60) days after the giving Call Delivery Date or (ii) ten (10) days after the final determination of the Call NoticePurchase Price pursuant to Section 7.8(c) (such date of closing, the “Call Closing Date”). Notwithstanding the foregoing, if the Aggregator elects not to exercise At the Call Option Closing, (i) a Selling Minority Member shall (A) endorse and deliver to ▇▇▇▇▇ any certificates (but only if certificates representing Common Units have been issued) representing the Call Securities held by such Selling Minority Member to be purchased by ▇▇▇▇▇, (B) execute and deliver any other instruments requested by ▇▇▇▇▇ to evidence the purchase of the Call Securities by ▇▇▇▇▇, and (C) execute and deliver to ▇▇▇▇▇ a Transfer Agreement, (ii) (A) ▇▇▇▇▇ shall pay to the Selling Minority Member all or such portion of the Call Purchase Price by wire transfer of immediately available funds that ▇▇▇▇▇ is permitted to pay at such time pursuant to this Section 4.2 the terms and conditions of the Senior Credit Agreement and (or elects B) to exercise the extent that any portion of the Call Option Purchase Price is not paid in cash at the Call Closing, then ▇▇▇▇▇ shall issue and deliver to such Selling Minority Member a Call Note in an aggregate principal amount equal to the unpaid portion of the Call Purchase Price. (c) Within ten (10) days after a Call Notice shall have been received by the ▇▇▇▇▇, the Manager shall deliver to the Selling Minority Member its good faith determination of the Call Purchase Price (the “Call Purchase Price Calculation”). The Selling Minority Member shall have five (5) days from the date of receipt of the Call Purchase Price Calculation to deliver to ▇▇▇▇▇ a notice of objection (a “Call Purchase Price Objection Notice”) with respect to less than all Unitsthe Call Purchase Price Calculation. If no Call Purchase Price Objection Notice is delivered by the Selling Minority Member to ▇▇▇▇▇ before the expiration of such five (5) day period, then the Call Purchase Price Calculation shall be final and binding on the Selling Minority Member. If a Call Purchase Price Objection Notice is delivered in accordance with this Section 7.8(c), ▇▇▇▇▇ and the Blackstone Limited PartnerSelling Minority Member shall consult with each other with respect to the objection set forth therein. If ▇▇▇▇▇ and the Selling Minority Member are unable to reach agreement within ten (10) days after such a Call Purchase Price Objection Notice has been given, then the Carlyle Limited PartnerAppraiser shall be appointed pursuant to the procedures set forth in Section 7.7 to make an independent determination of the Call Purchase Price. The Appraiser shall determine the Call Purchase Price within thirty (30) days of selection. The determination of the Call Purchase Price by the Appraiser shall be final and binding on ▇▇▇▇▇ and the Selling Minority Member. ▇▇▇▇▇, on the one hand, and the H&F Limited Partner may elect to cause one of its Affiliates or another designee to purchase such Units Selling Minority Member, on the same terms other hand, shall share equally the costs of engagement of an Appraiser for any determination of the Call Purchase Price. (d) In addition to the rights set forth above, in the event that a Guarantor (as defined in the Membership Interests Purchase Agreement) ceases to be an employee of the Company on account of (i) the Company terminating such Guarantor’s employment with the Company for Cause or (ii) such Guarantor terminating his employment with the Company without Good Reason, then ▇▇▇▇▇ shall have the right to require the Minority Member to sell the Proportionate Amount as such term applies to such Guarantor (or such lesser amount as may be agreed to by such Guarantor, ▇▇▇▇▇ and conditions the Minority Member) of the Minority Member’s Common Units to ▇▇▇▇▇ for an aggregate purchase price equal to the Call Purchase Price pursuant to the procedures set forth in this Section 4.2 by providing written notice to each member of Executive’s Group of its intention to purchase Units, and the provisions herein with respect to the Call Option shall be deemed to apply to such applicable Limited Partner(s) mutatis mutandis. If more than one of the Blackstone Limited Partner, the Carlyle Limited Partner, and the H&F Limited Partner shall so elect, then such electing Limited Partners shall be entitled to participate on a pro-rata basis, proportionate to their then-current ownership of Units7.8. (c) The provisions of this Section 4.2 shall cease to be effective upon the occurrence of a Sale Transaction in connection with which all of the Units are cancelled in exchange for cash proceeds.