Common use of Call Option Clause in Contracts

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of ServicesServices (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Units held by such Management Member Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management MemberMember (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination EventEvent and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination EventEvent and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.

Call Option. (a) If If, prior to a Management Member's Services to Sale of the Company, Executive’s service with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services, any Units held by such Management Member purchase for a period of 60 days (subject to extension as provided below) immediately following commencing on the Termination Date and ending on the later of (AI) the date of 90 days following the Termination Event Date and (BII) 211 days following the date that is six Closing Date (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Membermember of the Executive Group (it being understood that if Units subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Units subject to repurchase hereunder at the lower price), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated terminates due to the Disability or death of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason;Cause; or (iii) if such Management Member's Service Executive’s service with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for CauseCause 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 on the 61st day following Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the date Company shall, not later than 30 days prior to the end of the Termination EventCall Period, send written notice to each member of the Executive Group of its intention to purchase all or a portion of the Units, specifying the number of Units to be purchased (the “Call Notice”). The closing of the purchase shall take place at the principal office of the Company has not purchased all or one of its Subsidiaries on a date specified by the Company no later than the 30th day after the giving of the Call Notice. (c) In the event of a terminated Management Member's Units, and purchase by the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d4.1(a), the Company purchase price shall on or before the 61st day provide written notice to the Investor Groups of be: (i) its decision not with respect to a purchase some of all or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all portion of the Units (whether vested or unvested), in the "Eligible Units") then held by such Management Member at case of a termination of service described in Section 4.1(a)(iii)(A), a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; (ii) with respect to a purchase of all or any portion of the Termination Event. Upon receipt Unvested Units, in the case of a termination of service described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Unvested Unit equal to the lesser of (A) Fair Market Value (measured as of the written notice described above, each Investor Group desiring date the Unvested Units are repurchased) and (B) Cost; and (iii) with respect to a purchase Units shall within 45 days of receipt all or any portion of the Company's notice provide written notice Vested Units, in the case of a termination of service described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Vested Unit equal to the Company, specifying that such Investor Group is willing to purchase either Fair Market Value (i) its pro rata share measured as of the Eligible date the Unvested Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groupsare repurchased),.

Call Option. (a) 8.2.1 If a Management Member's Limited Partner ceases to provide Services to for the Company or any Subsidiary terminate benefit of the Partnership and its Subsidiaries for any of the reasons set forth in clauses (ia), (iib) or (iiic) below (each such event a "“Termination Event"”), the Company Partnership shall have the right but not the obligation to purchase, purchase (the “Call Right”) from time to time after such termination of ServicesServices (x) in the case of any Unit acquired prior to the Termination Event, any Units held by such Management Member for a period of 60 days nine (subject to extension as provided below9) months immediately following the later of (A) the date of the Termination Event and (By) in the date that is six case of any Unit acquired after the Termination Event, for a period of nine (69) months and one day after immediately following the date on which such Management Member acquired Sale Date with respect to such Unit (the later final day of (A) and (B), each of the "First Purchase Date"aforementioned periods being hereinafter referred to as the “Initial Repurchase Deadline”), and such Management Member Limited Partner shall be required to sell to the CompanyPartnership, any or all of such Units then held by such Management MemberLimited Partner (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Partnership, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c):8.2.3; provided, however, that notwithstanding the foregoing Section 8.2.1, in no event shall the Partnership purchase any Units pursuant to the Call Right prior to the day immediately following the six (6) month anniversary of the date the Management Limited Partner first acquired such Units: (ia) if such Management Member's Service with Limited Partner’s Services for the Company benefit of the Partnership and its Subsidiaries is terminated due to the Disability or death of the Management MemberLimited Partner; (iib) if such Management Member's Service with Limited Partner’s Services for the Company benefit of the Partnership and its Subsidiaries Subsidiaries, as applicable, is terminated by the Company Partnership and its Subsidiaries without Cause or by the Management Member for any reason;Cause; or (iiic) if such Management Member's Service with Limited Partner’s Services for the Company benefit of the Partnership and its Subsidiaries Subsidiaries, as applicable, is terminated by the Company Partnership or any of its Subsidiaries for Cause. (b) If on Cause or is terminated by the 61st day following Management Limited Partner for any reason. Any Units purchased by the Partnership shall be canceled. Notwithstanding anything to the contrary in this Section 8.2, the Call Right shall not apply to any Units held by a Management Limited Partner after the one-year anniversary of the date of an Initial Public Offering other than any Units the Termination Event, the Company has not purchased all purchase price of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period which pursuant to Section 2.02(d)8.2.3 is equal to Cost; 8.2.2 In the event that the Partnership elects not to exercise its Call Right, the Company Partnership shall on or before the 61st day provide written notice to the Investor Groups Apollo Group on or at any time prior to the Initial Repurchase Deadline of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Limited Partner’s Eligible Units (defined below) which the Company did Partnership will not purchase, and the Investor Groups Apollo Group shall have the right but not the obligation to purchase and such Management Member Limited Partner shall be required to sell to the Investor Group(s)Apollo Group, any or all of the Class A Units and Vested Units (the "“Eligible Units"”) then held by such Management Member Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c)8.2.3. The Investor Groups' Apollo Group’s rights to purchase such Eligible Units and each Management Member's Limited Partner’s corresponding obligation to sell such Eligible Units shall terminate on the 120th later of (i) the thirtieth (30th) day following receipt of such notice or (ii) the date of the Termination EventInitial Repurchase Deadline. Upon receipt of the written notice described above, each Investor the Apollo Group desiring to purchase Units shall within 45 ten (10) days of receipt of the Company's Partnership’s notice provide written notice to the CompanyPartnership. Upon receipt of the Apollo Group’s notice, the Partnership will notify the Management Limited Partner of its election, specifying that such Investor Group it is willing to purchase either all or a portion of the Eligible Units, 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. 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) in the case of a Termination Event specified in Section 8.2.1(a) or 8.2.1(b): (i) its pro rata share for Class A Units and Vested Units, a price per Unit equal to the Fair Market Value as of the Eligible repurchase date; and (ii) for Unvested Units, a price per Unit equal to the lesser of (1) the Fair Market Value as of the repurchase date and (2) Cost. (b) in the case of a Termination Event specified in Section 8.2.1(c), for Class A Units, Vested Units and Unvested Units, a price per Unit equal to the lesser of (1) the Fair Market Value as of the repurchase date and (2) Cost. 8.2.4 The Units Buyer may pay the purchase price for such Units (based upon i) 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; (ii) if the Units Buyer is the Partnership and is prohibited from paying cash by financing or liquidity constraints and is unable to pay the purchase price as provided in clause (iii), by delaying the exercise of the purchase right described under Section 8.2.1 until the earlier of (x) when the financing restrictions lapse and (y) when the Partnership is able to pay the purchase price as provided in clause (iii); or (iii) 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 (including in respect of a purchase that was delayed pursuant to clause (ii)), by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Limited Partner by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Limited Partner. Notwithstanding anything to the contrary in this Agreement, 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 making of such payment. 8.2.5 Notwithstanding anything to the contrary elsewhere herein, the Partnership shall not be obligated to purchase any Units at any time pursuant to this Section 8.2, regardless of whether it has delivered a notice of its election to purchase any such Units, (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 8.2 or 9.2 hereof, or pursuant to similar provisions in any other agreements with other investors of which the Partnership has at such time been given or has given notice) or (B) in the event of an election to purchase such Units with shares of Issuer Common Stock, the issuance of such shares, the purchase of such shares by the Partnership or the distribution of such shares to the Management Limited Partner would result (x) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any governmental authority applicable to the Partnership or any of its Subsidiaries or any of its or their assets (including any unavailability of a registration statement or exemption from registration necessary to allow delivery of shares of Issuer Common Stock to the Management Limited Partner), (y) after giving effect thereto (including any dividends or other distributions or loans from a Subsidiary of the Partnership to the Partnership in connection therewith), in a Financing Default or (z) in the Partnership being required to disgorge any profit pursuant to Section 16(b) of the 1934 Act, (ii) if immediately prior to such purchase of Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case may be, there exists a Financing Default which prohibits such issuance or purchase (including any dividends or other distributions or loans from a Subsidiary of the Partnership to the Partnership in connection therewith), or (iii) if the Partnership does not have funds available to effect such purchase of Units or Issuer Common Stock The Partnership shall within thirty (30) days of learning of any such fact so notify the Management Limited Partner that it is not obligated to purchase such Units and has deferred its right to make such purchase until the earliest date on which such violation, potential liability under the 1933 Act or 1934 Act, Financing Default or unavailability of funds would not result therefrom or has ceased. The Partnership agrees to use commercially reasonable efforts to cure any such Financing Default that is curable. To the extent that, pursuant to this Section 8.2.5, the Partnership is not obligated to pay for a Management Limited Partner’s Units in accordance with one of the payment methods described in the first sentence of Section 8.2.4, the Partnership shall, except as otherwise permitted by this Section 8.2.5, be required to pay for such Units pursuant to an alternate method of payment described in the first sentence of Section 8.2.4. 8.2.6 Notwithstanding anything to the contrary contained in this Section 8.2, any Units which the Partnership has elected to purchase from a Management Limited Partner, but which in accordance with Section 8.2.5 are not purchased at the applicable time provided in this Section 8.2, shall be purchased by the Partnership on the tenth (10th) Business Day after such date or dates that it is no longer permitted to defer purchasing such Units under Section 8.2.5, and the Partnership shall give such Management Limited Partner five (5) Business Days’ prior notice of any such purchase. 8.2.7 In the event that neither the Partnership nor the Apollo Group exercises its Call Right or right to purchase Eligible Units, as applicable, pursuant to this Section 8.2, with respect to any Management Limited Partner, such Management Limited Partner (a “Forfeiting Partner”) shall be deemed to have forfeited that number of Vested Units calculated as follows: (i) the number of Vested Units subject to the Call Right (“Subject Units”) held by such Investor Group relative Forfeiting Partner multiplied by (ii) a fraction (A) the numerator of which is the product of (1) the Strike Price Factor (as proportionally adjusted for all cash distributions pursuant to Section 4.1.1 of this Agreement and all subsequent distributions of equity and other similar recapitalizations) and (2) the total number of such Subject Units held by and (B) the denominator of which is the product of (1) the Fair Market Value of a Class A Unit as of date of the Termination of Services and (2) the number of Subject Units. Notwithstanding the foregoing, Section 8.2.7 shall not be applicable to any securities into which Equity Units are converted or exchanged pursuant to a transaction in which such Equity Units are converted into or exchanged for Class A Units or the same class of securities that the Class A Units are converted into or exchanged for. Section 8.2.7 shall have no force or effect after any transaction in which all of the Investor Groups),Units are converted into or otherwise exchanged for the same class of equity securities.

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i1) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii2) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii3) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii) a price per Unit equal to the most recently determined Fair Market Value, and (ii) in the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) Fair Market Value and (2)

Call Option. (a) If If, prior to a Management Member's Services to Sale of the Company, (x) Executive’s employment with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below or (each such event a "Termination Event")y) if Executive engages in Competitive Activity, the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services, any Units held by such Management Member purchase for a period of 60 days (subject to extension commencing on the Termination Date or the Activity Date, as provided below) immediately following applicable, and ending on the later of (AI) the date of 90 days following the Termination Event Date or the Activity Date, as applicable, and (BII) 211 days following the date that is six Purchase Date (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Membermember of 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 lower price), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability Disability, death or death Retirement of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member Executive for any reasonGood Reason; (iii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for CauseCause 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 on the 61st day following Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the date Company shall, not later than 30 days prior to the end of the Termination EventCall Period, send written notice to each member of the Executive Group of its intention to purchase all or a portion of the Units, specifying the number of Units to be purchased (the “Call Notice”). The closing of the purchase shall take place at the principal office of the Company has not purchased all or one of its Subsidiaries on a date specified by the Company no later than the 30th day after the giving of the Call Notice. (c) In the event of a terminated Management Member's Units, and purchase by the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d4.1(a), the Company purchase price with respect to a purchase of all or any portion of the Units shall on or before the 61st day provide written notice to the Investor Groups of be: (i) its decision not to purchase some in the case of a termination of employment described in Section 4.1(a)(iii)(A) or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchaseif Executive engages in Competitive Activity, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; (ii) in the case of the Termination Event. Upon receipt a termination of the written notice employment described abovein Section 4.1(a)(i) or Section 4.1(a)(ii), each Investor Group desiring with respect to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to being purchased which is the product of (x) the total number of Units held by all being purchased and (y) the Applicable Percentage (measured as of the Investor GroupsTermination 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 Management Member's Services to Sale of the Company, (x) Executive’s employment with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below or (each such event a "Termination Event")y) if Executive engages in Competitive Activity, the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services, any Units held by such Management Member purchase for a period of 60 days (subject to extension commencing on the Termination Date or the Activity Date, as provided below) immediately following applicable, and ending on the later of (AI) the date of 90 days following the Termination Event Date or the Activity Date, as applicable, and (BII) 211 days following the date that is six Closing Date (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Membermember of 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 lower price), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability Disability, death or death Retirement of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member Executive for any reasonGood Reason; (iii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for CauseCause 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 on the 61st day following Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the date Company shall, not later than 30 days prior to the end of the Termination EventCall Period, send written notice to each member of the Executive Group of its intention to purchase all or a portion of the Units, specifying the number of Units to be purchased (the “Call Notice”). The closing of the purchase shall take place at the principal office of the Company has not purchased all or one of its Subsidiaries on a date specified by the Company no later than the 30th day after the giving of the Call Notice. (c) In the event of a terminated Management Member's Units, and purchase by the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d4.1(a), the Company purchase price shall on or before the 61st day provide written notice to the Investor Groups of be: (i) its decision not with respect to a purchase some of all or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all portion of the Units (whether vested or unvested), in the "Eligible Units"case of a termination of employment described in Section 4.1(a)(iii)(A) then held by such Management Member at or if Executive engages in Competitive Activity, a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; (ii) with respect to a purchase of all or any portion of the Termination Event. Upon receipt Vested Units, in the case of a termination of employment described in Section 4.1(a)(iii)(B) prior to the third anniversary of the written notice described aboveVesting Reference Date, each Investor Group desiring a price per Vested Unit equal to purchase Units shall within 45 days the lesser of receipt (A) Fair Market Value (measured as of the Company's notice provide written notice date the Vested Units are repurchased) and (B) Cost; and (iii) with respect to the Company, specifying that such Investor Group is willing to a purchase either (i) its pro rata share of all or any portion of the Eligible Units (based upon Vested Units, in the number case of Units held by such Investor Group relative to 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 total number of Units held by all third anniversary of the Investor GroupsVesting 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 a Management Member's Services to the Company Executive’s employment with Investors or any Subsidiary terminate of its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in Competitive Activity (each such event a "Termination Event"as defined in Section 7.1 of this Agreement), for any Units issued 181 days or more prior to the Company date of Executive’s termination of employment or engagement in Competitive Activity, within 120 days after such date (or in the case of Units 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 date of issuance of such Units), Investors shall have the right but not the obligation and option to purchase, from time and the Executive and the Executive’s Permitted Transferees (hereinafter referred to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided belowthe “Executive Group”) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the CompanyInvestors, any or all of such Units then held by each member of 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 Management Memberclass subject to repurchase hereunder at the lower price), at a price per Unit unit equal to the applicable purchase price determined pursuant to Section 2.02(c5.2(c): (i) if such Management Member's Service the Executive’s active employment with the Company and or its Subsidiaries is terminated due to the Disability or death or due to Retirement of the Management MemberExecutive prior to the third anniversary of the date hereof; (ii) if such Management Member's Service the Executive’s active employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and 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 the 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 CauseCause 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 Investors desires to exercise its option to purchase Units pursuant to this Section 5.2, Investors shall, not later than the expiration of the applicable period described for such purchase in Section 5.2(a), send written notice to each member of the Executive Group of its intention to purchase Units, specifying the number of Units to be purchased (the “Call Notice”). Subject to the provisions of Section 6, the closing of the purchase shall take place at the principal office of Investors on the 61st later of the 30th day following after the giving of the Call Notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 6, the Executive shall deliver to Investors duly executed instruments transferring title to the Units to Investors, against payment of the appropriate purchase price by cashier’s or certified check payable to the Executive or by wire transfer of immediately available funds to an account designated by the Executive. (c) 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 Termination Event, Call Notice); and (iii) in the Company has not purchased all case of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to termination of employment described in Section 2.02(d5.2(a)(iv), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following lesser of (A) Fair Market Value (measured as of the date of the Termination Event. Upon receipt 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 5.2 and within twelve months of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt date of the Company's notice provide written notice to the Company, specifying that determination of such Investor Group is willing to purchase either Fair Market Value both (iA) its pro rata share a Sale of the Eligible Units Company or a Public Offering occurs and (based upon B) in connection with such transaction, the number of Units held by such Investor Group relative to the total number of Units held by all per share value of the Investor Groups),Units 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 such 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 During the period beginning on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”), 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 Management Member's Services purchase price that implies an Internal Rate of Return to GEPIF of seven and three quarters percent (7.75%), measured from the Effective Date to the Company or any Subsidiary terminate for any of Call Option Closing Date (the reasons “Call Option Purchase Price”), upon the terms and conditions set forth in clauses this Section 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) or the Call Option Purchase Price, and (iii) below (each such event 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 "Termination Event"combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the Company shall have respective proportions thereof to be paid to the right but not Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of Call Option only if (A) the date of NEP Common Units are listed or admitted to trading on the Termination Event and 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 is 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 after of the date on which such Management Member acquired such Unit Call Option Period (the later “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of 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 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 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) and 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 "First Purchase Date"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 such Management Member (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 required to sell in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the CompanyNEP Common Units into which the Non-Voting NEP Common Units are convertible, any or all of such Units then held by such Management Member, at a price per Unit equal subject to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service and in accordance with the Company and its Subsidiaries is terminated due to the Disability or death terms of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) NEP Partnership Agreement. If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of the consideration set forth in such Units and (ii) notice consists of Non-Voting NEP Common Units, the number of issuance price for each such Management Member's Eligible Units (defined below) which Non-Voting NEP Common Unit will be specified as the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all 15-day VWAP of the NEP Common Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Termination EventCall 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. Upon The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the written notice described above, each Investor Group desiring Call Option Extension Purchase Price shall be payable in cash (if any) up to purchase Units shall within 45 days a maximum of receipt thirty percent (30%) of the Company's total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),specified a higher percentage payable in cash.

Call Option. (a) If If, prior to a Management Member's Services to Sale of the Company, (x) Executive’s employment with the Company or any Subsidiary terminate and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below or (each such event a "Termination Event")y) if Executive engages in Competitive Activity, the Company shall have the right and option, but not the obligation obligation, to purchase, from time to time after such termination of Services, any Units held by such Management Member purchase for a period of 60 days (subject to extension commencing on the Termination Date or the Activity Date, as provided below) immediately following applicable, and ending on the later of (AI) the date of 90 days following the Termination Event Date or the Activity Date, as applicable, and (BII) 211 days following the date that is six Closing Date (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B)period, the "First Purchase Date"“Call Period”), and such Management Member each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such Management Membermember of the Executive Group, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c4.1(c): (i) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability or death of the Management MemberExecutive; (ii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member Executive for any reason;Good Reason; or (iii) if such Management Member's Service Executive’s employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for CauseCause 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 on the 61st day following Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the date Company shall, not later than 30 days prior to the end of the Termination EventCall Period, send written notice to each member of the Executive Group of its intention to purchase all or a portion of the Units, specifying the number of Units to be purchased (the “Call Notice”). The closing of the purchase shall take place at the principal office of the Company has not purchased all or one of its Subsidiaries on a date specified by the Company no later than the 30th day after the giving of the Call Notice. (c) In the event of a terminated Management Member's Units, and purchase by the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d4.1(a), the Company purchase price shall on or before the 61st day provide written notice to the Investor Groups of be: (i) its decision not with respect to a purchase some of all or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all portion of the Units (whether vested or unvested), in the "Eligible Units"case of a termination of employment described in Section 4.1(a)(iii)(A) then held by such Management Member at or if Executive engages in Competitive Activity, a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following lesser of (A) Fair Market Value (measured as of the date the Units are repurchased) and (B) Cost; (ii) with respect to a purchase of all or any portion of the Termination Event. Upon receipt Unvested Units, in the case of a termination of employment described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Unvested Unit equal to the lesser of (A) Fair Market Value (measured as of the written notice described above, each Investor Group desiring date the Unvested Units are repurchased) and (B) Cost; and (iii) with respect to a purchase Units shall within 45 days of receipt all or any portion of the Company's notice provide written notice Vested Units, in the case of a termination of employment described in Section 4.1(a)(i), Section 4.1(a)(ii) or Section 4.1(a)(iii)(B), a price per Vested Unit equal to the Company, specifying that such Investor Group is willing to purchase either Fair Market Value (i) its pro rata share measured as of the Eligible date the Unvested Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groupsare repurchased),.

Call Option. (a) If a Management Member's ’s Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "“Termination Event"”), the Company shall have the right but not the obligation to purchase, from time to time after such termination of ServicesServices (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Units held by such Management Member Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members’ Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "“First Purchase Date"”), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management MemberMember (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination EventEvent and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's ’s Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's ’s Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Class A and Vested Units (the "“Eligible Units"”) then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' ’ rights to purchase such Eligible Units and each Management Member's ’s corresponding obligation to sell such Eligible Units shall terminate on the 120th day following (x) in the case of Class A Units, the date of the Termination EventEvent and (y) in the case of Vested Units, the First Purchase Date. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's ’s notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group’s pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups’ respective notices, the Company will notify the Management Member of the Investor Group(s)’ elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a “Units Buyer”), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii): (x) for Class A Units and Vested Units, a price per Unit equal to the most recently determined Fair Market Value; and (y) for Unvested Units, a price per Unit equal to the lesser of (1) the most recently determined Fair Market Value and (2) Cost.

Call Option. (a) If a Management Member's ’s Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "“Termination Event"”), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "“First Purchase Date"”), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's ’s Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's ’s Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "“Eligible Units"”) then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' ’ rights to purchase such Eligible Units and each Management Member's ’s corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's ’s notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),

Call Option. (a) 8.2.1 If a Management Member's Limited Partner ceases to provide Services to for the Company or any Subsidiary terminate benefit of the Partnership and its Subsidiaries for any of the reasons set forth in clauses (ia), (iib) or (iiic) below (each such event a "“Termination Event"”), the Company Partnership shall have the right but not the obligation to purchase, purchase (the “Call Right”) from time to time after such termination of ServicesServices (x) in the case of any Vested Unit acquired prior to the Termination Event, any Units held by such Management Member for a period of 60 days nine (subject to extension as provided below9) months immediately following the later of (A) the date of the Termination Event and (By) in the date that is six case of any Vested Unit acquired after the Termination Event, for a period of nine (69) months and one day after immediately following the date on which such Management Member acquired Sale Date with respect to such Unit (the later final day of (A) and (B), each of the "First Purchase Date"aforementioned periods being hereinafter referred to as the “Initial Repurchase Deadline”), and such Management Member Limited Partner shall be required to sell to the CompanyPartnership, any or all of such Vested Units then held by such Management MemberLimited Partner (it being understood that if Vested Units subject to repurchase hereunder may be repurchased at different prices, the Partnership, at its sole discretion, may elect to repurchase all or any portion of the Vested Units, including purchasing only such lower priced Vested Units), at a price per Vested Unit equal to the applicable purchase price determined pursuant to Section 2.02(c8.2.3 (excluding, in the case of clause (c) below, any such Vested Units that are Legacy Equity Units): (ia) if such Management Member's Service with Limited Partner’s Services for the Company benefit of the Partnership and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries Limited Partner or is terminated by the Company and its Subsidiaries without Cause or by the Management Member Limited Partner for any reason; (iiib) if such Management Member's Service with Limited Partner’s Services for the Company benefit of the Partnership and its Subsidiaries Subsidiaries, as applicable, is terminated by the Company Partnership and its Subsidiaries without Cause; or (c) if such Management Limited Partner’s Services for the benefit of the Partnership and its Subsidiaries, as applicable, is terminated by the Partnership or any of its Subsidiaries for Cause. . All Vested Units purchased by the Partnership shall be canceled. Notwithstanding anything to the contrary in this Section 8.2, the Call Right shall not apply to (bi) If on any Unvested Units (which shall automatically be forfeited in accordance with Section 8.3.1), (ii) in the 61st day following case of a Termination Event specified in Section 8.2.1(c), any Vested Units that are Legacy Equity Units (which shall automatically be forfeited in accordance with Section 8.3.2), or (iii) any Units held by a Management Limited Partner after the one-year anniversary of the date of the Termination Event, Offering (other than any Units the Company has not purchased all purchase price of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period which pursuant to Section 2.02(d8.2.3 is equal to the lesser of (1) the Fair Market Value as of the repurchase date and (2) Cost). 8.2.2 In the event that the Partnership elects not to exercise its Call Right, the Company Partnership shall on or before the 61st day provide written notice to the Investor Groups Apollo Group at any time prior to the Initial Repurchase Deadline of (i) its decision not to purchase some or all of such Vested Units and (ii) the number of such Management Member's Eligible Limited Partner’s Vested Units (defined below) which the Company did Partnership will not purchase, and the Investor Groups Apollo Group shall have the right but not the obligation to purchase and such Management Member Limited Partner shall be required to sell to the Investor Group(s)Apollo Group, any or all of the Vested Units (the "Eligible Units") then held by such Management Member Limited Partner at a price per Vested Unit equal to the applicable purchase price determined pursuant to Section 2.02(c)8.2.3. The Investor Groups' Apollo Group’s rights to purchase such Eligible Vested Units and each Management Member's Limited Partner’s corresponding obligation to sell such Eligible Vested Units shall terminate on the 120th later of (i) the thirtieth (30th) day following receipt of such notice and (ii) the date of the Termination EventInitial Repurchase Deadline. Upon receipt of the written notice described above, each Investor the Apollo Group desiring to purchase Units shall within 45 ten (10) days of receipt of the Company's Partnership’s notice provide written notice to the CompanyPartnership of its election to purchase all or a portion of the Vested Units of the Management Limited Partner. Upon receipt of the Apollo Group’s notice, the Partnership will notify the Management Limited Partner of the Apollo Group’s election, specifying that such Investor Group it is willing to purchase either (i) its pro rata share all or a portion of the Eligible Units (based upon Vested Units, and the Management Limited Partner will be obligated to sell to the Apollo Group the number of Vested Units held elected to be purchased by such Investor the Apollo Group. 8.2.3 In the event of a purchase by the Partnership pursuant to Section 8.2.1 and/or the Apollo Group relative pursuant to Section 8.2.2 (each a “Units Buyer”), the purchase price shall be: (a) in the case of a Termination Event specified in Section 8.2.1(a) or 8.2.1(b), a price per Vested Unit equal to the total number of Units held by all Fair Market Value as of the Investor Groupsrepurchase date; provided, however that if a Management Limited Partner’s Services for the benefit of the Partnership and its Subsidiaries are terminated by the Management Limited Partner for any reason and it becomes known to the Partnership at any time that such Management Limited Partner could have been terminated for Cause, then the purchase price shall be equal to the lesser of (1) the Fair Market Value as of the repurchase date and (2) Cost; and (b) in the case of a Termination Event specified in Section 8.2.1(c),, a price per Legacy Class A Unit equal to the lesser of (1) the Fair Market Value as of the repurchase date and (2)

Call Option. (a) If a Management Member's Services to 8.2.1 Without limitation of Section 3.8, in the Company or event of any Subsidiary terminate for any Termination of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event")Services, the Company Partnership shall have the right but not the obligation to purchase, purchase (the “Call Right”) from such Management Limited Partner whose Services terminated from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following until the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date")Repurchase Deadline, and such Management Member Limited Partner shall be required to sell to the CompanyPartnership, any or all of such Vested Units then held by such Management Member, Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) 8.2.3; provided, however, that if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death Termination of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated Services was by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company Partnership or any of its Subsidiaries for Cause. 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) If on to a Management Limited Partner who is a Substantial Management Limited Partner prior to the 61st forty-fifth day following preceding the date end of the twelfth month immediately following such Termination Eventof Services (in each case, the Company has not purchased all “Notice Deadline”), of a terminated Management Member's Unitssuch 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 Company has not opted Management Limited Partner will be obligated to extend its 60 day election period pursuant sell to Section 2.02(d), the Company shall Partnership the number of Units elected to be purchased by the Partnership. Any such purchase must be completed on or before the 61st day 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 Investor Groups 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 Member's Limited Partner’s Eligible Units (defined below) which the Company did Partnership will not purchase, and the Investor Groups Apollo Group shall have the right but not the obligation to purchase and such Management Member Limited Partner shall be required to sell to the Investor Group(s)Apollo Group, any or all of such Class A Units and Vested Units subject to the Units Call Right that the Partnership has not elected to purchase under this Section 8.2 (the "“Eligible Units"”) then held by such Management Member Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c)8.2.3. The Investor Groups' Apollo Group’s rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units provide an Election Notice shall terminate on the 120th day following the date of the Termination EventNotice Deadline. Upon receipt of the written Apollo Group’s notice described aboveto exercise its rights under this Section 8.2.2 prior to the termination of such right in accordance with this Section 8.2.2, each Investor Group desiring to purchase Units shall within 45 days the Partnership will notify (the “Election Notice”) the Management Limited Partner of receipt any election of the Company's notice provide written notice 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 Company, specifying that such Investor Apollo Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Eligible Units held elected to be purchased by the Apollo Group. Any such Investor 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 relative 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 held by all 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 Investor GroupsFair Market Value of such assets, such Management Limited Partner may within 30 days of delivery of the Notice (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 close of trading on the trading day immediately prior to the delivery thereof to the Management Limited Partner. Notwithstanding anything to the contrary in this Agreement, 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 making of such payment. 8.2.5 In the event that following the exercise of the rights under this Section 8.2, the Partnership and/or the Apollo Group are unable to purchase any Units pursuant to this Section 8.2 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 Partnership’s and the Apollo Group’s (as applicable) obligation to purchase such Units, and the applicable Management Limited Partner’s obligation to sell such Units, in each case pursuant to this Section 8.2, shall cease.

Call Option. (a) If a Management Member's Services At any time, and from time to time, on or after December 15, 2027, but prior to December 15, 2032, NEP Member shall have the right, but not the obligation, to acquire, subject to the Company limitations and requirements of this Section 7.02, all or any Subsidiary terminate for any portion of the reasons outstanding Class B Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the applicable Acquisition Date of such Class B Unit to the Call Option Closing Date, of six and nine hundred thirty-one thousandths percent (6.931%) (the “Call Option Purchase Price”), upon the terms and conditions set forth in clauses this Section 7.02 (ithe “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, (ii) or (iii) below (each however, that, in the event of any such event a "Termination Event")assignment, the Company NEP Member and NEP shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (remain subject to extension as provided below) immediately following the later of (A) the date their respective obligations set forth in this Section 7.02 upon any exercise of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for CauseCall Option. (b) If on To exercise the 61st day following Call Option, NEP Member shall deliver to the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide Class B Members written notice to of such exercise (the Investor Groups of “Call Option Notice”) containing (i) its decision not the date (the “Call Option Closing Date”) on which the Call Option is to purchase some or all of such Units and be consummated (the “Call Option Closing”), (ii) the number of such Management Member's Eligible 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 (defined belowor NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) which Business Days prior to the Company did 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 purchaseless 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 Investor Groups shall have respective proportions thereof to be paid to the right to purchase and such Management 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 required to sell delivered to the Investor Group(s)Class B Members at least five (5) calendar days, any or all 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 occur prior to December 15, 2027). If 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 "Eligible Units"holder of Class B Units to be purchased requests in writing, not less than two (2) then held by such Management Member at a price per Unit equal Business Days prior to the applicable purchase price determined pursuant Call Option Closing Date, the issuance of NEP Common Units), then the applicable Call Option Notice may not 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. (c) The following restrictions shall apply to Section 2.02(ceach 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%). The Investor Groups' rights to purchase such Eligible ) of the total number of Class B Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate (excluding outstanding Supplemental Class B Units) outstanding on the 120th day following the date of the Termination Event. Upon receipt applicable Call 92 Option Notice, unless such exercise of the written notice described above, each Investor Group desiring to Call Option is for the purchase of all remaining Class B Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either not held by NEP Class B Parties; (iii) its pro rata share of the Eligible Units (based upon the number of Class B Units held by such Investor Group relative 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 held (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 clause (ii) shall 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 any exercise of the Call Option shall consist of a 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 a Class B Member’s Class B Units are acquired by NEP Member (or its nominee), the Investor Groups),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. (a) If a Management Member's Services The Class A Members shall have and are hereby granted an option to purchase all (but not less than all) of the interests in the Company of the Class B Members (and all, if any, of their debt claims against the Company), such option to be exercisable by, and only by, notice (the “Exercise Notice”) from the Class A Members to the Company Class B Members at any time on or any Subsidiary terminate for any after the [****] anniversary of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Effective Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If The price to be paid for the interests and, if applicable, the debt claims of the Class B Members (net of liabilities with respect to which the Class A Members and their affiliates are to be released, as described in subsection (c)) shall be the Class B Price. (c) Closing of a sale pursuant to exercise of the option described in subsection (a) shall occur on the 61st 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 Termination EventExercise 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. The foregoing power of attorney is coupled with an interest and irrevocable. (e) In connection with a transfer pursuant to this section, the Company has not purchased all purchasers may designate another person or persons to acquire the sellers interests in the Company, in which 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 a terminated Management Member's Units, and this Agreement to the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d)contrary, the Company shall on make no distribution or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), pay any or all debt claims of the Units (Class B Members during the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date pendency of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),proceedings under this section.

Call Option. (a) If a Management Member's Services Notwithstanding anything to the Company contrary in Section 7.5, at any time during the period commencing on the third (3rd) anniversary of the date hereof and ending on the date which is ninety (90) days thereafter, ▇▇▇▇▇ will have the continuing right to purchase all or any Subsidiary terminate for any portion of the reasons set forth in clauses Minority Member’s Common Units (i)any such Member, (iia “Selling Minority Member”) or (iii) below (each such event a "Termination Event"), for an aggregate purchase price equal to the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held Call Purchase Price by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date delivering written notice of the Termination Event and exercise of such right to such Selling Minority Member (B) the date that is six (6) months and one day after the “Call Notice”). The date on which such Management Selling Minority Member acquired receives the Call Notice hereinafter is referred to as the “Call Delivery Date”. ▇▇▇▇▇ and such Unit (Selling Minority Member each acknowledge and agree that, for purposes of calculating the later of (A) and (B)Call Purchase Price, the "First Purchase Date"), and such Management Member specified date with respect to the Call Equity Value Per Common Unit shall be required to sell the last day of the calendar month ending immediately prior to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): Call Closing Date (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Causeas defined below). (b) If on the 61st day following the date of the Termination Event, the Company has not purchased The Selling Minority Member shall be obligated to sell all of a terminated Management such Selling Minority Member's Units, and ’s Common Units to ▇▇▇▇▇ requested to be purchased by ▇▇▇▇▇ in the Company has not opted to extend its 60 day election period Call Notice pursuant to Section 2.02(d7.8(a) hereof (the “Call Securities”), at a closing (the Company “Call Closing”) on such date as mutually agreed to by ▇▇▇▇▇ and such Selling Minority Member, which date shall on or before not be later than the 61st day provide written notice to the Investor Groups earlier of (i) its decision not to purchase some sixty (60) days after the Call Delivery Date or all of such Units and (ii) ten (10) days after the number final determination of the Call Purchase Price pursuant to Section 7.8(c) (such date of closing, the “Call Closing Date”). At the Call 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 the terms and conditions of the Senior Credit Agreement and (B) to the extent that any portion of the Call 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 the Call Purchase Price Calculation. If no Call Purchase Price Objection Notice is delivered by the Selling Minority Member to ▇▇▇▇▇ before the expiration of such Management five (5) day period, then the Call Purchase Price Calculation shall be final and binding on the Selling Minority Member's Eligible Units . If a Call Purchase Price Objection Notice is delivered in accordance with this Section 7.8(c), ▇▇▇▇▇ and the Selling 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 (defined below10) which days after such a Call Purchase Price Objection Notice has been given, then the Company did not purchaseAppraiser 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 Investor Groups Selling Minority Member, on the 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 purchase and such Management require the Minority Member shall be required 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 the Investor Group(s), any or all Minority Member) of the Minority Member’s Common Units (the "Eligible Units") then held by such Management Member at a to ▇▇▇▇▇ for an aggregate purchase price per Unit equal to the applicable purchase price determined Call Purchase Price pursuant to the procedures set forth in this Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),7.8.

Call Option. If either Company (athe ------------ "Calling Party") If a Management Member's Services wishes to transfer the Company Nuclear Plant or any Subsidiary terminate for any the operations, license or management of the reasons set forth in clauses (i)Nuclear Plant to a nuclear operating, (ii) management or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Unitsgenerating company, and the Nuclear Plant is eligible for and has --- received a bona fide offer from such a nuclear operating, management or generating company that is able to effect such a transfer on reasonable terms and conditions, and --- the other Company has not opted ("Selling Party") objects to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide such a transfer (which it must do within 30 days of receiving written notice from the Calling Party of its intent to effectuate such a transfer, then the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups Calling Party shall ---- have the right to purchase and such Management Member the Selling Party's Ownership Share at its Adjusted Book Value (which for this purpose shall include the Selling Party's share of the net, depreciated capitalized book value of Nuclear Plant capital investments made subsequent to Steam Generator Replacement), which purchase shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant subject to Section 2.02(c). The Investor Groups' rights 6.069 and shall close as soon as possible after the Calling Party notifies the Selling Party of its intent to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on exercise the 120th day following the date of the Termination Event. Upon receipt of the written Call Option (which notice described above, each Investor Group desiring to purchase Units shall must be given within 45 60 days of receipt of the Selling Party's objection to the transfer); provided, however, that if Power Company is the Calling Party, such an objection to transfer by Service Company shall also constitute "cause" for Power Company under Section 6.063 to give notice -------------- pursuant to Section 6.066 (provided that such notice must ------------- be given within 60 days of receipt of Service Company's notice provide written notice objection to the transfer) to Service Company of its intent to require Service Company to purchase Power Company's Ownership Share pursuant to the terms, conditions and timelines for sales pursuant to the Cause Trigger set forth above, in which case Service Company shall have all the rights of a Receiving Company, specifying that such Investor Group is willing including the right of election pursuant to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),Section ------- 6.067. ----- 8

Call Option. (a) If a Management Member's Services to 8.2.1 Without limitation of Section 3.8, in the Company or event of any Subsidiary terminate for any Termination of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event")Services, the Company Partnership shall have the right but not the obligation to purchase, purchase (the “Call Right”) from such Management Limited Partner whose Services terminated from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following until the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date")Repurchase Deadline, and such Management Member Limited Partner shall be required to sell to the CompanyPartnership, any or all of such Vested Units then held by such Management Member, Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) 8.2.3; provided, however, that if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death Termination of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated Services was by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company Partnership or any of its Subsidiaries for Cause. 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) If on to a Management Limited Partner who is a Substantial Management Limited Partner prior to the 61st forty-fifth day following preceding the date end of the twelfth month immediately following such Termination Eventof Services (in each case, the Company has not purchased all “Notice Deadline”), of a terminated Management Member's Unitssuch 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 Company has not opted Management Limited Partner will be obligated to extend its 60 day election period pursuant sell to Section 2.02(d), the Company shall Partnership the number of Units elected to be purchased by the Partnership. Any such purchase must be completed on or before the 61st day 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 Investor Groups 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 Member's Limited Partner’s Eligible Units (defined below) which the Company did Partnership will not purchase, and the Investor Groups Apollo Group shall have the right but not the obligation to purchase and such Management Member Limited Partner shall be required to sell to the Investor Group(s)Apollo Group, any or all of such Class A Units and Vested Units subject to the Units Call Right that the Partnership has not elected to purchase under this Section 8.2 (the "“Eligible Units"”) then held by such Management Member Limited Partner at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c)8.2.3. The Investor Groups' Apollo Group’s rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units provide an Election Notice shall terminate on the 120th day following the date of the Termination EventNotice Deadline. Upon receipt of the written Apollo Group’s notice described aboveto exercise its rights under this Section 8.2.2 prior to the termination of such right in accordance with this Section 8.2.2, each Investor Group desiring to purchase Units shall within 45 days the Partnership will notify (the “Election Notice”) the Management Limited Partner of receipt any election of the Company's notice provide written notice 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 Company, specifying that such Investor Apollo Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Eligible Units held elected to be purchased by the Apollo Group. Any such Investor 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 relative 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 held by all 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 Investor GroupsFair Market Value of such assets, such Management Limited Partner may within 30 days of delivery of the Notice (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 close of trading on the trading day immediately prior to the delivery thereof to the Management Limited Partner. Notwithstanding anything to the contrary in this Agreement, 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 making of such payment. 8.2.5 In the event that following the exercise of the rights under this Section 8.2, the Partnership and/or the Apollo Group are unable to purchase any Units pursuant to this Section 8.2 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 Partnership’s and the Apollo Group’s (as applicable) obligation to purchase such Units, and the applicable Management Limited Partner’s obligation to sell such Units, in each case pursuant to this Section 8.2, shall cease.

Call Option. (a) If a Management Member's Services At any time, and from time to time, on or after December 15, 2027, but prior to December 15, 2032, XPLR Member shall have the right, but not the obligation, to acquire, subject to the Company limitations and requirements of this Section 7.02, all or any Subsidiary terminate for any portion of the reasons outstanding Class B Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the applicable Acquisition Date of such Class B Unit to the Call Option Closing Date, of six and nine hundred thirty-one thousandths percent (6.931%) (the “Call Option Purchase Price”), upon the terms and conditions set forth in clauses this Section 7.02 (ithe “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, (ii) or (iii) below (each however, that, in the event of any such event a "Termination Event")assignment, the Company XPLR Member and XPLR shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (remain subject to extension as provided below) immediately following the later of (A) the date their respective obligations set forth in this Section 7.02 upon any exercise of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for CauseCall Option. (b) If on To exercise the 61st day following Call Option, XPLR Member shall deliver to the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide Class B Members written notice to of such exercise (the Investor Groups of “Call Option Notice”) containing (i) its decision not the date (the “Call Option Closing Date”) on which the Call Option is to purchase some or all of such Units and be consummated (the “Call Option Closing”), (ii) the number of such Management Member's Eligible 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 XPLR Common Units (defined belowor XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) which Business 91 953834.04-WILSR01A - MSW Days prior to the Company did 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 purchaseless 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 Investor Groups shall have respective proportions thereof to be paid to the right to purchase and such Management 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 required to sell delivered to the Investor Group(s)Class B Members at least five (5) calendar days, any or all 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 occur prior to December 15, 2027). If 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 "Eligible Units"holder of Class B Units to be purchased requests in writing, not less than two (2) then held by such Management Member at a price per Unit equal Business Days prior to the applicable purchase price determined pursuant Call Option Closing Date, the issuance of XPLR Common Units), then the applicable Call Option Notice may not 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. (c) The following restrictions shall apply to Section 2.02(ceach 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%). The Investor Groups' rights to purchase such Eligible ) of the total number of Class B Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate (excluding outstanding Supplemental Class B Units) outstanding on the 120th day following the date of the Termination Event. Upon receipt applicable Call Option Notice, unless such exercise of the written notice described above, each Investor Group desiring to Call Option is for the purchase of all remaining Class B Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either not held by XPLR Class B Parties; (iii) its pro rata share of the Eligible Units (based upon the number of Class B Units held by such Investor Group relative 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 held (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 clause (ii) shall 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 any exercise of the Call Option shall consist of a 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 a Class B Member’s Class B Units are acquired by XPLR Member (or its nominee), the Investor Groups),Managing Member will am

Call Option. (a) If a Management Member's ’s Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "‘‘Termination Event"’’), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "‘‘First Purchase Date"’’), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's ’s Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's ’s Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's ’s Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "‘‘Eligible Units"’’) then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' ’ rights to purchase such Eligible Units and each Management Member's ’s corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's ’s notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group’s pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups’ respective notices, the Company will notify the Management Member of the Investor Group(s)’ elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a ‘‘Units Buyer’’), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii) a price per Unit equal to the most recently determined Fair Market Value, and (ii) in the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) Fair Market Value and (2)

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group's pro rata share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a pro rata basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii) a price per Unit equal to the most recently determined Fair Market Value, and (ii) in the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) Fair Market Value and (2)

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata PRO RATA share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),, (ii) a number of Eligible Units less than such Investor Group's PRO RATA share, or (iii) any and all Units available to be purchased; provided, that the Investor Groups shall, as much as reasonably practicable, consult with each other and coordinate the exercise of rights such that all Eligible Units are elected to be purchased. Upon receipt of the Investor Groups' respective notices, the Company will notify the Management Member of the Investor Group(s)' elections and the Management Member will be obligated to sell (x) to the Investor Groups making elections described in clauses (i) and (ii) of the preceding sentence, the number of Eligible Units elected to be purchased by such Investor Groups and (y) all remaining Eligible Units, if any, to the Investor Groups making the election described in clause (iii) of the preceding sentence to such Investor Group(s) on a PRO RATA basis (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups making such election), but in no event more that any such Investor Groups elected to purchase. (c) In the event of a purchase by the Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to Section 2.02(b) (each a "Units Buyer"), the purchase price shall be: (i) in the case of a Termination Event specified in Section 2.02(a)(i) or 2.02(a)(ii) a price per Unit equal to the most recently determined Fair Market Value, and (ii) in the case of a Termination Event specified in Section 2.02(a)(iii), a price per Unit equal to the lesser of (1) Fair Market Value and (2)

Call Option. (a) If a Management Member's Services to the Company On or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six ***** after the Closing Date, any Investment Member (6the “Initiating Member”) months 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 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 one day 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 on which such Management hereof, upon the occurrence of an Insolvency Event with respect to any Member acquired such Unit or, in the case of Lions Gate the occurrence of an Insolvency Event as to LGEC (the later Member affected (which shall be Lions Gate or its Permitted Transferee in the event of (A) and (Ban Insolvency Event of LGEC), the "First Purchase Date"“Affected Member”), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if the remaining Investment Members may collectively deliver a Call Notice to such Management Member's Service with Affected Member at which time the Company and its Subsidiaries is terminated due remaining Investment Members will collectively be deemed to be an Initiating Member for purposes hereof and, subject to the Disability or death provisions regarding a Counter Offer below, shall be entitled to purchase their pro-rata portion of the Management Member; Units of the Affected Member and (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Affected Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Causeshall 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 option, 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 all 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, prior to (I) in the case of the Call Notice, the end of the 30-day period referred to above or (II) 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 61st date specified by the Call Purchasing Member(s) but not later than the 20th day following the date of the Termination Eventlast acceptance or deemed acceptance of the Call Notice or Counter Offer, as applicable, governing such a sale (or if 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 Company has not purchased 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 any, as are necessary to convey to the Call Purchasing Member(s) the Units 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 terminated Management Member's UnitsCall Transaction, and the Company has not opted any Call Purchasing Member consummates a transaction to extend its 60 day election period pursuant to Section 2.02(dsell any Units (a “Subsequent Transaction”), the Company shall on or before Call Purchasing Member shall, within two (2) days of the 61st day consummation thereof, provide written notice of such Subsequent Transaction to the Investor Groups Call Selling Members and the Call Selling Members shall be entitled to receive, for each series of Units their pro-rata share of an amount equal to the product of (a) the lesser of (i) its decision not to purchase some or all the number of Units of such Units series sold by the Call Purchasing Member in the Subsequent Transaction and (ii) the number of Units of such Management 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's Eligible , on a per Unit basis for such series of Units, in the Subsequent Transaction and (ii) the amount of consideration received by the Call Selling Member, on a per Unit basis for such series of Units, in the Call Transaction (such amount, the “Additional Call Amount”). For purposes of the preceding sentence, the Call Selling Members’ pro-rata share for each series of Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on Additional Call Amount multiplied by a fraction, the 120th day following the date numerator of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group which is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held of such series sold by such Investor Group relative to Call Selling Member in the total Call Transaction and the denominator of which is the aggregate number of Units held 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 be paid, at the option of the Investor GroupsCall Purchasing Member, in cash or in-kind with the actual consideration received in the Subsequent Transaction, within 10 days of the 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 Purchasing Member in the Subsequent Transaction pursuant to Section 9.9 below),, by wire transfer of immediately available funds to an account designated by the Call Selling Member(s) for such purpose.

Call Option. 9.2.1 At any time from and after January 1, 2004 (abut in no event prior thereto), should either Global or LaBa▇▇▇ (▇▇e "Initiating Member") If a Management Member's Services desire to the Company or any Subsidiary terminate for any purchase all, but not less than all, of the reasons set forth in clauses Membership Units owned by the other of the aforenamed Members (i), (ii) or (iii) below (each such event a the "Termination EventTarget Member"), the Initiating Member shall make a written offer (the "Offer") to the Target Member to purchase the Membership Units owned by the Target Member for the Market Value thereof. If at any time during the term of this Agreement, should either Global or LaBa▇▇▇ ▇▇▇se to be a Member of the Company shall have upon the right happening of any event set forth in Section 11.1, and if LaBa▇▇▇ ▇▇ Global, respectively, (also the "Initiating Member") then desires to purchase all, but not less than all, of the obligation Membership Units owned by the other of the aforenamed Members (also the "Target Member"), the Initiating Member shall make a written offer (also an "Offer") to purchase, from time the Target Member to time after such termination of Services, any purchase the Membership Units held owned by such Management the Target Member for a the Market Value thereof. Such Offer shall be irrevocable except as otherwise provided herein. During the thirty (30) day period of 60 days (subject to extension as provided below) immediately following the later of (A) from and after the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which Target Member's receipt of such Management Member acquired such Unit (the later of (A) and (B)Offer, the "First Purchase Date"), Target Member and such Management the Initiating Member shall be required to sell to discuss the determination of the Market Value of the Target Member's Membership Units in the Company. If during such thirty day period, the Target Member and the Initiating Member agree in writing upon the Market Value of the Target Member's Membership Units in the Company, any or then the Initiating Member shall purchase and the Target Member shall sell all of Membership Units in the Company owned by the Target Member for the Market Value so determined all as provided hereunder. If during such Units then held by such Management Memberthirty day period, at a price per Unit equal the Target Member and the Initiating Member are unable to agree as to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Market Value of the Target Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. (b) If on the 61st day following the date of the Termination Event, the Company has not purchased all of a terminated Management Member's Membership Units, and then the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), Market Value of each Membership Unit in the Company shall on or before be determined in the 61st day provide written notice to manner and under the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Management Member's Eligible Units (defined below) which the Company did not purchase, and the Investor Groups shall have the right to purchase and such Management Member shall be required to sell to the Investor Group(s), any or all of the Units (the "Eligible Units") then held by such Management Member at a price per Unit equal to the applicable purchase price determined pursuant to process provided under Section 2.02(c). The Investor Groups' rights to purchase such Eligible Units and each Management Member's corresponding obligation to sell such Eligible Units shall terminate on the 120th day following the date of the Termination Event. Upon receipt of the written notice described above, each Investor Group desiring to purchase Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either (i) its pro rata share of the Eligible Units (based upon the number of Units held by such Investor Group relative to the total number of Units held by all of the Investor Groups),15.4.26

Call Option. (a) If a Management Member's Services At any time, and from time to time, on or after [●], 2026,7 but prior to [●], 2031,8 NEP Member shall have the right, but not the obligation, to acquire, subject to the Company limitations and requirements of this Section 7.02, all or any Subsidiary terminate for any portion of the reasons outstanding Class B Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the applicable Acquisition Date of such Class B Unit to the Call Option Closing Date, of [five and five and sixty-one hundredths percent (5.61%)] (the “Call Option Purchase Price”), upon the terms and conditions set forth in clauses this Section 7.02 (ithe “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, (ii) or (iii) below (each however, that, in the event of any such event a "Termination Event")assignment, the Company NEP Member and NEP shall have the right but not the obligation to purchase, from time to time after such termination of Services, any Units held by such Management Member for a period of 60 days (remain subject to extension as provided below) immediately following the later of (A) the date their respective obligations set forth in this Section 7.02 upon any exercise of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Member acquired such Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member, at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for CauseCall Option. (b) If on To exercise the 61st day following the date of the Termination EventCall Option, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company NEP Member shall on or before the 61st day provide written notice deliver to the Investor Groups Class B Members notice of such exercise (the “Call Option Notice”) containing (i) its decision not the date (the “Call Option Closing Date”) on which the Call Option is to purchase some or all of such Units and be consummated (the “Call Option Closing”), (ii) the number of such Management Member's Eligible 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 (defined belowor NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) which Business Days prior to the Company did 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 purchaseless 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 Investor Groups shall have respective proportions thereof to be paid to the right to purchase and such Management 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 required to sell delivered to the Investor Group(s), any or all 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 occur prior to [●], 20269). If 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 "Eligible Units"holder of Class B Units to be purchased requests in writing, not less than two (2) then held by such Management Member at a price per Unit equal Business Days prior to the applicable purchase price determined pursuant 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 Effective 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, 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 “blackout period” under NEP Member’s trading policies that is applicable to Section 2.02(call holders of NEP Common Units). . (c) The Investor Groups' rights following restrictions shall apply to purchase such Eligible 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 and each Management Member's corresponding obligation to sell such Eligible that is five percent (5%) (or any integral multiple of five percent (5%)) of the Class B Units shall terminate outstanding on the 120th day following the date of the Termination Event. Upon receipt applicable Call Option Notice, unless such exercise of the written notice described above, each Investor Group desiring to Call Option is for the purchase of all remaining Class B Units shall within 45 days of receipt of the Company's notice provide written notice to the Company, specifying that such Investor Group is willing to purchase either not held by NEP Class B Parties; (iii) its pro rata share of the Eligible Units (based upon the number of Class B Units held by such Investor Group relative 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 held by all as of the date of the Call Option Notice; provided, however, that the restriction set forth in this clause (ii) shall terminate on [●], 2030;10 (iii) the Class B Units purchased from each Class B Member pursuant to any exercise of the Call Option shall consist of a Proportionate Class B Allocation of such Class B Member’s Class B Units; (iv) if Investor Groupsdelivers notice to NEP Member of Investor’s intent for NEP Member (or its nominee) to purchase Blocker Interests in connection with 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 set forth in 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;