Common use of Call Right Clause in Contracts

Call Right. (a) Subject to the last sentence of this subsection (a), upon ▇▇▇▇▇▇'▇ death, the Company shall have the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the ▇▇▇▇▇▇ Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the ▇▇▇▇▇▇▇ Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject to the last sentence of this subsection (a), upon ▇▇▇▇▇▇'▇ death, the Company shall have the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the ▇▇▇▇▇▇▇ Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate the Estate or for ▇▇▇▇▇▇'▇ estate the Estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the ▇▇▇▇▇▇▇ Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, Holder may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group RepresentativeEstate, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights heretofore or hereafter granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement any Person and otherwise on terms customary for similar agreements (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect effect, but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group RepresentativeHolder, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative Holder at least two (2) Business Days before the Closing Date. (g) In the event that there are multiple Holders at the commencement of the Call Period, then the provisions of this Section 2.2 and of Section 3 shall be applied to each Holder separately, with the applicable shares of High Vote Stock beneficially owned by a Holder being the Subject Shares with respect to such Holder and each Holder being entitled to make an election pursuant to Section 2.2(d), and to have an election made by the Company with respect to it pursuant to Section 3.1, without regard to the elections made pursuant to said Sections by or with respect to the other Holders.

Call Right. (ai) Subject to If the last sentence Participant's employment with the Company and/or its Subsidiaries terminates for any of this subsection the reasons set forth in clauses (aA), upon ▇▇▇▇▇▇'▇ deathwith the exception of termination due to Participant's Retirement, or (C) below prior to a Sale of the Company, within 120 days after such date, the Company shall have the right and option to purchase, and the Participant and the Participant's Permitted Transferees (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the ▇▇▇▇▇▇ Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is hereinafter referred to as the "Exercise Date.Participant Group") shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii). If the Participant's employment with the Company or any of its Subsidiaries terminates for any of the reasons set forth in clause (B) or due to Participant's Retirement, for any Option Shares issued 180 days or more prior to the date of Participant's termination of employment, within 90 days after such date (or in the case of Option Shares 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 Option Shares), the Company shall have the right and option to purchase, and the Participant and the Participant's Permitted Transferees (hereinafter referred to as the "Participant Group") shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii): (cA) The total consideration if the Participant's active employment with the Company and/or its Subsidiaries is terminated due to the Disability, death or Retirement of the Participant; (B) if the Participant's active employment with the Company, and/or its Subsidiaries is terminated by the Company, and/or its Subsidiaries without Cause or by the Participant for Good Reason; (C) if the Participant's active employment with the Company and/or its Subsidiaries is terminated (x) by the Company or any of its Subsidiaries for Cause or (y) by the Participant for any other reason not set forth in Section 4(b)(i)(A) or Section 4(b)(i)(B); provided that the Company's rights under this Section 4(b) shall not be available in the event of the termination of Participant's employment by the Company or its Subsidiaries without Cause or by Participant for Good Reason, in either case following a sale by the Company or its subsidiaries of substantially all of the lines of business in which the Participant primarily performs his services. If the Participant engages in "Competitive Activity" (as defined in Section 6 of this Agreement), the Company shall have the right and option to purchase within 90 days after such date as the Company receives notice that the Participant has engaged in Competitive Activity, and the Participant Group shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii)(A); provided that in the case of Option Shares issued 180 days or less prior to the date that the Company receives notice of Participant's engagement in Competitive Activity, the Participant shall be required to sell such Option Shares no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares. (ii) If the Company desires to exercise one of its options to purchase Option Shares pursuant to this Section 4(b), the Company shall, not later than the expiration of the applicable period described for such purchase in Section 4(b)(i), send written notice to each member of the Participant Group of its intention to purchase Option Shares, specifying the number of Option Shares to be purchased (the "Call Notice"). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on the 60th day after the giving of the Call Notice. Subject to the provisions of Section 5, the Participant shall deliver to the Company duly executed instruments transferring title to Option Shares to the Company, against payment of the appropriate purchase price by cashier's or certified check payable to the members Participant or by wire transfer of immediately available funds to an account designated by the ▇▇▇▇▇▇▇ Group collectively for all Participant. (iii) In the event of a purchase by the Subject Shares Company pursuant to Section 4(b)(i), the purchase price shall be (in each case after taking account of any prior purchases pursuant to Section 4(b)(i)): (A) if the Participant engages in "Gross Purchase Price") will be an amount Competitive Activity" (as defined in Section 6 of this Agreement), a price per Option Share equal to the sum lesser of (A) Fair Market Value (measured as of the amounts determined "Activity Date" (as defined in accordance with the following formula for each series Section 6 of High Vote Stock included this Agreement)) and (B) Cost; (B) in the Subject Shares: 110% case of a termination of employment described in Section 4(b)(i)(A), Section 4(b)(i)(B), (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the product Fair Market Value of such Option Shares and Cost and (y) if such termination occurs after the Per Share date which is 18 months from the date of this Agreement, the Fair Market Value for of such series Option Shares (measured as of the date of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of such series included Call Notice); and (C) in the Subject Shares (such amountcase of a termination of employment described in Section 4(b)(i)(C), as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be price per Option Share equal to the quotient obtained by dividing lesser of (iA) the Series Stock Fair Market Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements measured as of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights date of the Company hereunder. Call Notice) and (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.B)

Call Right. (ai) Subject Notwithstanding anything to the last sentence contrary in this Section 3.6(f), but subject to Section 3.6(g), a Redeeming Member shall be deemed to have offered to sell its Redeemed Units as described in the Redemption Notice to PubCo (or such other member(s) of the PubCo Holdings Group as may be designated by PubCo), which may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares the Redeeming Member (or its designee) would otherwise receive pursuant to Section 3.6(a)(i) or, at the election of PubCo (or such designated member(s) of the PubCo Holdings Group), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall be treated for all purposes of this subsection (a)Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, upon ▇▇▇▇▇▇'▇ death, such Units will be reclassified into another Equity Security of the Company shall have if the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Managing Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the ▇▇▇▇▇▇ Call Agreementdetermines such reclassification is necessary. (bii) The Company may exercise PubCo (or such designated member(s) of the Call Right, by giving written notice of such exercise (the "Company Notice"PubCo Holdings Group) to each Member and each such Permitted Transferee, if any (collectively, the "Holder")may, at any time during the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the ▇▇▇▇▇▇▇ Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date Redemption Date, in its sole discretion deliver a written notice (the "Holder a “Call Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d”) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior Redeeming Member setting forth its election to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted exercise its Call Right. A Call Election Notice may be revoked by the Company applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to ▇▇▇▇▇▇ consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 3.6(f), an exercise of the Call Right shall be consummated pursuant to the ▇▇▇▇▇▇ Call Agreement (same timeframe and in the "Registration Rights Agreement"). The certificates for same manner as the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear relevant Redemption would have been consummated if a customary legend to the foregoing effect but shall be free of any rights member of the Company hereunderPubCo Holdings Group had not delivered a Call Election Notice. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (ai) Subject Except as otherwise agreed to by the Company, upon any Management Member ceasing to be employed by the Company or its Subsidiaries (a “Terminated Member”) for any reason (a “Termination Event”), subject to the last sentence provisions of this subsection (aSections 7.09(a)(ii), upon ▇▇▇▇▇▇'▇ death(iii) and (iv), 7.09(a)(iii), 7.09(b) and 7.09(c) hereof, the Company shall have the right option to purchase, and if such option is exercised, such Terminated Member shall sell, and shall cause any Permitted Transferees of such Terminated Member to sell, to the Company all or any portion of the Units owned by such Management Member and such Permitted Transferees designated by the Company (the "Call Right"“Termination Units”) on the date of the occurrence of such Termination Event at a price per Termination Unit equal to the Termination Price (as determined pursuant to Section 7.09(d) below) of the Termination Units. (ii) With respect to each Termination Unit (other than Rollover Units in the event that the Terminated Member terminates for Good Reason or the Company terminates the Terminated Member without Cause, in which case Section 7.09(c) shall apply), exercisable by action of the Independent CommitteeCompany shall notify a Terminated Member in writing, within the Call Period with respect to such Termination Units, whether the Company will exercise its right to purchase such Termination Units (the date on which a Terminated Member is so notified, the “Call Notice Date”). (iii) The Company shall have the option to assign its right to purchase all but not less than all or any portion of the shares of High Vote Stock beneficially owned by each Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right Termination Units under this Section 2.2 unless it concurrently exercises its corresponding call right under 7.09 to the corresponding provisions Class A Members on a pro rata basis in proportion to the number of the ▇▇▇▇▇▇ Call Agreement. (b) The Company Units held by such Class A Member and any such Class A Member may exercise the Call RightCompany’s rights under this Section 7.09 in the same manner in which the Company could exercise such rights. In the event that the Company determines that it will assign its right to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Termination Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Termination Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Termination Units to be purchased up to such exercise Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the "Company Notice"“Electing Call Members”) to each Member and each such Permitted Transferee, if any notice of the number of Termination Units not subscribed for. The Electing Call Members shall have five (collectively, the "Holder"), at any time during the period commencing on and including 5) days from the date of ▇▇▇▇▇▇'▇ death and ending such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Call Members agree upon) of all or any part of the Termination Units not purchased by such other Class A Members. (iv) The closing of the purchase by the Company of Termination Units pursuant to Section 7.09(a) shall take place at the Close principal office of Business the Company on the 50th day date chosen by the Company, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the dateCall Notice Date; provided, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the ▇▇▇▇▇▇▇ Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% event the Terminated Member has not held the Termination Units for a period of the product of the Per Share Value for such series as of 180 days after the date of ▇▇▇▇▇▇'▇ deathgrant, multiplied by the number of shares closing shall occur immediately following the expiration of such series included in 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Subject Shares (such amount, Termination Units to the same extent as to each series, the "Series Purchase Price"original transferee). In calculating any Series Purchase Price or the Gross Purchase PriceAt such closing, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for Company shall pay the corresponding series Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of High Vote Stock duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Per Share Value of Terminated Member and/or such corresponding series of High Vote Stock. The shares Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Termination Units to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Holder on or prior to the Closing Date Termination Units by any Person selling such Termination Units pursuant to which the Company this Section 7.09 shall grant be deemed a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to the Holder registration rights such Termination Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Termination Units as contemplated; (3) such Termination Units are free and clear of any and all liens or encumbrances, and (4) there is no adverse claim with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderTermination Units. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject Upon the occurrence prior to a Public Offering Event of a Call Event with respect to an Employee Holder or a Select Roll-Over Investor, GEI, the Mezzanine Investors and the Select Roll-Over Investors (subject to the last proviso in the first sentence of this subsection (a)Section 3.1, upon ▇▇▇▇▇▇'▇ death, the Company on a Pro Rata Amount basis) shall have the right (the "Call Right"), exercisable by action of the Independent Committee, an option to purchase from (i) such Employee Holder all but not less than all or a portion of the shares of High Vote Capital Stock beneficially owned by each Member at the time such Employee Holder and (ii) such Select Roll-Over Investor all or a portion of ▇▇▇▇▇▇'▇ death and all but not less than all 73% of the shares of High Vote Capital Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) such Select Roll-Over Investor on the date hereof (collectively for all Members pro rata among the shares of Common Stock and Preferred Stock owned by such Select Roll-Over Investor), or, in each case, their Permitted Transferees, transferees pursuant to Section 2.3 of this Agreement or affiliates, in the "Subject Shares"following circumstances: (i) in the event of the termination of an Employee Holder’s employment with the Company or any of its subsidiaries for Cause (the “Employee Holder Cause Call Option”); and (ii) in the event of the termination of (A) a Select Roll-Over Investor’s employment with the Company or any of its subsidiaries for any reason or (B) an Employee Holder’s employment with the Company or any of its subsidiaries for any reason not described in clause (a) above, including, without limitation, termination by the Employee Holder without Good Reason or termination by the Company or a subsidiary without Cause or by the Employee Holder for Good Reason or the death, retirement or permanent disability of such Employee Holder (the “Ordinary Call Option” and, together with the Employee Holder Cause Call Option, the “Call Options”). (iii) The Ordinary Call Option will, as to each Employee Holder, (i) expire upon the first anniversary of the date hereof as to 20% of the shares of each series of Capital Stock owned by such Employee Holder on the date hereof (and as to any shares of Capital Stock acquired after the date hereof, the periods identified in this Section 3.2(c) shall be applied from the date of acquisition of such shares of Capital Stock), and (ii) expire as to an additional 20% of such shares of each series of Capital Stock on each subsequent anniversary through the fifth anniversary of the date hereof (or in the case of a later acquisition, on each subsequent anniversary of the date of such acquisition). Any Employee Holder Cause Call Option will not expire and the aggregate number of shares of each series of Capital Stock subject to such Employee Holder Cause Call Option shall equal all shares of each series of Capital Stock owned by the Employee Holder. (iv) The Company may not exercise its Ordinary Call Right under Option will, as to each Select Roll-Over Investor, (i) expire upon the first anniversary of the date hereof as to 20% of the shares of each series of Capital Stock subject to the Ordinary Call Option and owned by such Select Roll-Over Investor on the date hereof (and as to any shares of Capital Stock acquired after the date hereof, the periods identified in this Section 2.2 unless it concurrently exercises its corresponding call right under 3.2(c) shall be applied from the corresponding provisions date of acquisition of such shares of Capital Stock), and (ii) expire as to an additional 20% of such shares of each series of Capital Stock on each subsequent anniversary through the fifth anniversary of the ▇▇▇▇▇▇ Call Agreementdate hereof (or in the case of a later acquisition, on each subsequent anniversary of the date of such acquisition). (b) The Company may exercise consideration to be paid per share of Common Stock shall be equal to (a) in the case of an Employee Holder Cause Call Right, Option or a resignation by giving written notice of such exercise an Employee Holder without Good Reason (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectivelyas defined in Section 3.6), the "Holder"), at any time during lower of (i) the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment Cost (as defined in Section 3.7) per share of the personal representative(sCommon Stock and (ii) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members Fair Market Value per share of the ▇▇▇▇▇▇▇ Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts Common Stock determined in accordance with the following formula for each series of High Vote Stock included Section 3.7 and (b) in the Subject Shares: 110% case of an Ordinary Call Option, the Fair Market Value per share of the product Common Stock determined in accordance with Section 3.7. The cash purchase price to be paid per share of Preferred Stock will be equal to the Per Share Value for such series as applicable liquidation preference on a per share basis. If any of GEI, the date Mezzanine Investors or the Select Roll-Over Investors purchase less than their entire Pro Rata Amount of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of Capital Stock subject to such series included in the Subject Shares Call Notice (as defined below), then such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number unpurchased portion of Subject Shares and their entire Pro Rata Amount of the number of shares of Capital Stock subject to such Call Notice may be purchased by the other parties having a Call Option in proportion to their respective Pro Rata Amounts, with any series included in the Subject Shares shall be calculated without duplication for any remaining unpurchased shares that may, by virtue of the definition of "beneficially owned," be deemed Capital Stock subject to such Call Notice able to be beneficially owned purchased by more than one Member. (d) The Gross Purchase Price will be payable in cash orany party having a Call Option. If GEI, the Mezzanine Investors or the Select Roll-Over Investors, as applicable, desire to any series of High Vote Stock included in and have the Subject Sharesright to exercise the Call Option, in fully paid and nonassessable shares of Low Vote Stock of GEI, the corresponding series, Mezzanine Investors or any combination of the foregoingSelect Roll-Over Investors, as the ▇▇▇▇▇▇▇ Group Representativeapplicable, on behalf of the Holdershall, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date expiration of the Call Period (as defined below), deliver a notice (a “Call Notice”) to (x) the "Holder Election Notice"). The Holder Election Select Roll-Over Investor or Employee Holder, as applicable, and (y) the Company, which Call Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Capital Stock to be delivered acquired. “Call Period” means (x) with respect to any shares of Capital Stock that have not been held for at least six months at the time of the Call Event (“Immature Shares”), nine months from the date of the Call Event, (y) with respect to any shares acquired pursuant to the Holder exercise of options to purchase Capital Stock acquired after the Call Event, nine months from the date of exercise of the last option to have been so exercised and (z) in any other case, 90 days from the occurrence of the Call Event; provided, that if the Company fails to give a notice specified in Section 3.1, and the Call Period would otherwise expire less than 30 days following the date on which GEI and the Closing Date Mezzanine Investors and the Select Roll-Over Investors have actual knowledge of the occurrence of the relevant Call Event, then the Call Period shall be equal to extended until the quotient obtained by dividing (i) 30th day following the Series Stock Value for first day on which GEI, the corresponding series Mezzanine Investors and the Select Roll-Over Investors have actual knowledge of High Vote Stock by (ii) the Per Share Value occurrence of such corresponding series of High Vote Stock. The shares to be so delivered on Call Event; provided, further, that in no event shall GEI, the Closing Date will not have been registered for sale under Mezzanine Investors, the Securities Act and may not be sold except pursuant to an effective registration statement Select Roll-Over Investors or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder purchase any shares of Capital Stock on or prior to the Closing Date pursuant to which expiration of six months following the Company shall grant to the Holder registration rights with respect to date such Shares not less favorable to the Holder than any registration rights granted shares were first acquired by the Company to ▇▇▇▇▇▇ pursuant to Employee Holder or Select Roll-Over Investor, as applicable, and, if the ▇▇▇▇▇▇ Call Agreement (Period would otherwise expire less than 30 days after the "Registration Rights Agreement"). The certificates for expiration of such six-month period, then the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but Call Period shall be free extended until the 60th day following the expiration of any rights such six-month period. For the avoidance of doubt, GEI, the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company Mezzanine Investors and the ▇▇▇▇▇▇▇ Group Representative, Select Roll-Over Investors shall be paid by wire transfer of next day funds on or entitled to deliver multiple Call Notices from time to time prior to the Closing Date to an account designated expiration of the relevant Call Periods described in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Datethis Section 3.2.

Call Right. (ai) Subject Notwithstanding anything to the last sentence contrary in this Section 4.6, a Redeeming Member shall be deemed to have offered to sell its Units as described in the Redemption Notice to each member of the PubCo Holdings Group, and Managing Member Blocker (or such other member(s) of the PubCo Holdings Group designated by Managing Member Blocker) may, in its sole discretion, by means of delivery of a Call Election Notice in accordance with, and subject to the terms of, this subsection (aSection 4.6(f), upon ▇▇▇▇▇▇'▇ deathelect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class B Shares) on the Redemption Date by paying to the Redeeming Member (or, on the Company shall have Redeeming Member’s written order, its designee) that number of Class A Shares the right Redeeming Member (or its designee) would otherwise receive pursuant to Section 4.6(a)(i) or, at the "Call Right"election of Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from if a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser Cash Election is duly made in accordance with Section 2.3(b4.6(f)(iii), an amount of cash equal to the Cash Election Amount of such Class A Shares (the “Call Right”), whereupon Managing Member Blocker (or such designated member(s) hereof of the PubCo Holdings Group) shall acquire the Units offered for redemption by the Redeeming Member (collectively together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). Managing Member Blocker (or such designated member(s) of the PubCo Holdings Group) shall be treated for all Members and Permitted Transfereespurposes of this Agreement as the owner of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions such Units will be reclassified into another Equity Security of the ▇▇▇▇▇▇ Call AgreementCompany if the Managing Member determines such reclassification is necessary. (bii) The Company may exercise Managing Member Blocker (or such designated member(s) of the Call Right, by giving written notice of such exercise (the "Company Notice"PubCo Holdings Group) to each Member and each such Permitted Transferee, if any (collectively, the "Holder")may, at any time during the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the ▇▇▇▇▇▇▇ Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date Redemption Date, in its sole discretion deliver written notice (the "Holder a “Call Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d”) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior Redeeming Member setting forth its election to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted exercise its Call Right. A Call Election Notice may be revoked by the Company applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to ▇▇▇▇▇▇ consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 4.6(f), an exercise of the Call Right shall be consummated pursuant to the ▇▇▇▇▇▇ Call Agreement (same timeframe and in the "Registration Rights Agreement"). The certificates for same manner as the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear relevant Redemption would have been consummated if a customary legend to the foregoing effect but shall be free of any rights member of the Company hereunderPubCo Holdings Group had not delivered a Call Election Notice. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (ai) Subject Except as otherwise agreed to by the Company, upon any Management Member ceasing to be employed by the Company or its Subsidiaries (a “Terminated Member”) for any reason (a “Termination Event”), subject to the last sentence provisions of this subsection (aSections 8.09(a)(ii), upon ▇▇▇▇▇▇'▇ death(iii) and (iv), 8.09(a)(iii), 8.09(b) and 8.09(c) hereof, the Company shall have the right option to purchase, and if such option is exercised, such Terminated Member shall sell, and shall cause any Permitted Transferees of such Terminated Member to sell, to the Company all or any portion of the Units owned by such Management Member and such Permitted Transferees designated by the Company (the "Call Right"“Termination Units”) on the date of the occurrence of such Termination Event at a price per Termination Unit equal to the Termination Price (as determined pursuant to Section 8.09(d) below) of the Termination Units. (ii) With respect to each Termination Unit (other than Rollover Units in the event that the Terminated Member terminates for Good Reason or the Company terminates the Terminated Member without Cause, in which case Section 8.09(c) shall apply), exercisable by action of the Independent CommitteeCompany shall notify a Terminated Member in writing, within the Call Period with respect to such Termination Units, whether the Company will exercise its right to purchase such Termination Units (the date on which a Terminated Member is so notified, the “Call Notice Date”). (iii) The Company shall have the option to assign its right to purchase all but not less than all or any portion of the shares of High Vote Stock beneficially owned by each Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right Termination Units under this Section 2.2 unless it concurrently exercises its corresponding call right under 8.09 to the corresponding provisions Class A Members on a pro rata basis in proportion to the number of the ▇▇▇▇▇▇ Call Agreement. (b) The Company Units held by such Class A Member and any such Class A Member may exercise the Call RightCompany’s rights under this Section 8.09 in the same manner in which the Company could exercise such rights. In the event that the Company determines that it will assign its right to purchase Termination Units under this Section 8.09, it shall give the Class A Members written notice of the number of Termination Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Termination Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Termination Units to be purchased up to such exercise Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the "Company Notice"“Electing Call Members”) to each Member and each such Permitted Transferee, if any notice of the number of Termination Units not subscribed for. The Electing Call Members shall have five (collectively, the "Holder"), at any time during the period commencing on and including 5) days from the date of ▇▇▇▇▇▇'▇ death and ending such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Call Members agree upon) of all or any part of the Termination Units not purchased by such other Class A Members. (iv) The closing of the purchase by the Company of Termination Units pursuant to Section 8.09(a) shall take place at the Close principal office of Business the Company on the 50th day date chosen by the Company, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after the dateCall Notice Date; provided, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the ▇▇▇▇▇▇▇ Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% event the Terminated Member has not held the Termination Units for a period of the product of the Per Share Value for such series as of 180 days after the date of ▇▇▇▇▇▇'▇ deathgrant, multiplied by the number of shares closing shall occur immediately following the expiration of such series included in 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Subject Shares (such amount, Termination Units to the same extent as to each series, the "Series Purchase Price"original transferee). In calculating any Series Purchase Price or the Gross Purchase PriceAt such closing, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for Company shall pay the corresponding series Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of High Vote Stock duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Per Share Value of Terminated Member and/or such corresponding series of High Vote Stock. The shares Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company a certificate or certificates representing the Termination Units to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Holder on or prior to the Closing Date Termination Units by any Person selling such Termination Units pursuant to which the Company this Section 8.09 shall grant be deemed a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to the Holder registration rights such Termination Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Termination Units as contemplated; (3) such Termination Units are free and clear of any and all liens or encumbrances, and (4) there is no adverse claim with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderTermination Units. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (ai) Subject to If the last sentence Participant's employment with the Company and/or its Subsidiaries terminates for any of this subsection the reasons set forth in clauses (aA), upon ▇▇▇▇▇▇'▇ deathwith the exception of termination due to Participant's Retirement, or (C) below prior to a Sale of the Company, within 120 days after such date, the Company shall have the right and option to purchase, and the Participant and the Participant's Permitted Transferees (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the ▇▇▇▇▇▇ Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is hereinafter referred to as the "Exercise Date.Participant Group") shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii). If the Participant's employment with the Company or any of its Subsidiaries terminates for any of the reasons set forth in clause (B) or due to Participant's Retirement, for any Option Shares issued 180 days or more prior to the date of Participant's termination of employment, within 90 days after such date (or in the case of Option Shares 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 Option Shares), the Company shall have the right and option to purchase, and the Participant and the Participant's Permitted Transferees (hereinafter referred to as the "Participant Group") shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii): (cA) The total consideration if the Participant's active employment with the Company and/or its Subsidiaries is terminated due to the Disability, death or Retirement of the Participant; (B) if the Participant's active employment with the Company, and/or its Subsidiaries is terminated by the Company, and/or its Subsidiaries without Cause or by the Participant for Good Reason; (C) if the Participant's active employment with the Company and/or its Subsidiaries is terminated (x) by the Company or any of its Subsidiaries for Cause or (y) by the Participant for any other reason not set forth in Section 4(b)(i)(A) or Section 4(b)(i)(B); provided that the Company's rights under this Section 4(b) shall not be available in the event of the termination of Participant's employment by the Company or its Subsidiaries without Cause or by Participant for Good Reason, in either case following a sale by the Company or its subsidiaries of substantially all of the lines of business in which the Participant primarily performs his services. If the Participant engages in "Competitive Activity" (as defined in Section 6 of this Agreement), the Company shall have the right and option to purchase within 90 days after such date as the Company receives notice that the Participant has engaged in Competitive Activity, and the Participant Group shall be required to sell to the Company, any or all of such Option Shares then held by such member of the Participant Group, at a price per Option Share equal to the applicable purchase price determined pursuant to Section 4(b)(iii)(A); provided that in the case of Option Shares issued 180 days or less prior to the date that the Company receives notice of Participant's engagement in Competitive Activity, the Participant shall be required to sell such Option Shares no earlier than 181 days and no later than 271 days after the date of issuance of such Option Shares. (ii) If the Company desires to exercise one of its options to purchase Option Shares pursuant to this Section 4(b), the Company shall, not later than the expiration of the applicable period described for such purchase in Section 4(b)(i), send written notice to each member of the Participant Group of its intention to purchase Option Shares, specifying the number of Option Shares to be purchased (the "Call Notice"). Subject to the provisions of Section 5, the closing of the purchase shall take > place at the principal office of the Company on the 60th day after the giving of the Call Notice. Subject to the provisions of Section 5, the Participant shall deliver to the Company duly executed instruments transferring title to Option Shares to the Company, against payment of the appropriate purchase price by cashier's or certified check payable to the members Participant or by wire transfer of immediately available funds to an account designated by the ▇▇▇▇▇▇▇ Group collectively for all Participant. (iii) In the event of a purchase by the Subject Shares Company pursuant to Section 4(b)(i), the purchase price shall be (in each case after taking account of any prior purchases pursuant to Section 4(b)(i)): (A) if the Participant engages in "Gross Purchase Price") will be an amount Competitive Activity" (as defined in Section 6 of this Agreement), a price per Option Share equal to the sum lesser of (A) Fair Market Value (measured as of the amounts determined "Activity Date" (as defined in accordance with the following formula for each series Section 6 of High Vote Stock included this Agreement)) and (B) Cost; (B) in the Subject Shares: 110% case of a termination of employment described in Section 4(b)(i)(A), Section 4(b)(i)(B), (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the product Fair Market Value of such Option Shares and Cost and (y) if such termination occurs after the Per Share date which is 18 months from the date of this Agreement, the Fair Market Value for of such series Option Shares (measured as of the date of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of such series included Call Notice); and (C) in the Subject Shares (such amountcase of a termination of employment described in Section 4(b)(i)(C), as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be price per Option Share equal to the quotient obtained by dividing lesser of (iA) the Series Stock Fair Market Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements measured as of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights date of the Company hereunder. Call Notice) and (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.B)

Call Right. (a) Subject At any time prior to Project COD, the last sentence of this subsection Dominion Member may (abut is not required to), upon ▇▇▇▇▇▇'▇ death, at its option at any time prior to (x) the Company shall have the right one (1) year anniversary of occurrence of any Mandatory Funding Default Call Trigger (the "“Mandatory Call Right"), exercisable by action Right Expiration Date”) or (y) the ninety (90) day anniversary of the Independent Committeeoccurrence of the Non-Mandatory Funding Default Call Trigger, as applicable, elect to purchase acquire (including through an Affiliate of the Dominion Member) all (but not less than all all) of the shares of High Vote Stock beneficially owned Membership Interests held by each Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Partner Member and which shares were acquired directly or indirectly from a its Affiliates (the “Call Right”) by giving written notice (the “Call Notice”) to the Partner Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale its election to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transfereesexercise the Call Right; provided, that, the "Subject Shares"). The Company may not exercise its Partner Member shall have sixty (60) days following the Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under Notice to cure the corresponding provisions event giving rise to the Call Notice, if capable of the ▇▇▇▇▇▇ Call Agreementcure. (b) The Company may purchase price payable by the Dominion Member or an Affiliate thereof on the Dominion Member’s behalf in connection with the exercise of the Call Right shall be (I) in the case of any Mandatory Funding Default Call Trigger, an amount in cash equal to (x) the greater of (A) [***] per Unit and (B) [***] multiplied by the Fair Market Value of one (1) Unit (measured as of the date of the delivery of the Call Notice to the Partner Member) multiplied by (y) the number of Class B Units then-held by the Partner Member and (II) in the case of any Non-Mandatory Funding Default Call Trigger, an amount in cash equal to the greater of (a) (i) the Fair Market Value of one (1) Unit (measured as of the date of the delivery of the Call Notice to the Partner Member) multiplied by (ii) the number of Class B Units then-held by the Partner Member and (b) an amount equal to (i) the amount which results in a [***] IRR with respect to such Class B Units plus (ii) any amount incurred by the Partner Member or its Affiliates in connection with terminating or settling interest-rate hedging arrangement to which the Partner Member or any of its Affiliates is party, solely with respect to the Partner Member’s financing of Capital Contributions, as a result of the exercise of the Call Right (in each case as of the consummation of the Call Right) less (iii) any amount received by the Partner Member or its Affiliates in connection with terminating or settling any interest-rate hedging arrangement to which the Partner Member or any of its Affiliates is a party, with respect to the Partner Member’s financing of Capital Contributions, as a result of the exercise of the Call Right (in each case as of the consummation of the Call Right) plus (iv) any third-party out-of-pocket costs or expenses incurred by giving written notice the Partner Member or its Affiliates in connection with terminating any Member Financing that is a tax equity financing as a result of the exercise of the Call Right (in each case as of the consummation of the Call Right). (c) If the Call Right is exercised by the Dominion Member or an Affiliate thereof, the Dominion Member or its Affiliate and the Partner Member shall execute all documents as may be reasonably necessary to consummate the transactions contemplated by this Section 3.4 as promptly as practicable (so long as such exercise documents only contain Acceptable Terms and Conditions), but in any event not later than ninety (the "Company Notice"90) to each Member and each days after such Permitted TransfereeCall Right is exercised, or, if any the Partner Member indicates its intent to cure such event prior to such ninety (collectively90)-day period, the "Holder"), at any time during the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day then not later than one hundred fifty (150) days after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment delivery of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed Call Notice (such period, the "“Call Consummation Period"”); provided, however, if the exercise of the Call Right is not consummated prior to the end of the Call Consummation Period because such transaction remains subject only to conditions relating to any Governmental Approval (whether or not also subject to other ministerial conditions), such deadline shall be extended for so long as the Dominion Member is diligently pursuing the receipt of, and using commercially reasonable efforts to obtain, such Governmental Approval, but in no event shall such extension be more than six (6) months. If the Partner Member fails to take the actions required of it pursuant to this Section 3.4 with respect to consummation of the Call Right, the Partner Member hereby grants the Dominion Member an irrevocable power of attorney to take any actions required by the Partner Member on behalf of the Partner Member as reasonably necessary to consummate the transactions contemplated by this Section 3.4. If the Dominion Member does not deliver a Call Notice to the Partner Member prior to the expiration of the Call Consummation Period (including any extension thereof), the Dominion Member shall forfeit its Call Rights under this Section 3.4 (in the case of a Mandatory Funding Default Call Trigger, solely with respect to such Mandatory Funding Default Call Trigger occurrence and not any future Mandatory Funding Default Call Trigger occurrence), and this Section 3.4 shall no longer be in effect (in the case of a Mandatory Funding Default Call Trigger, solely with respect to such Mandatory Funding Default Call Trigger occurrence and not any future Mandatory Funding Default Call Trigger occurrence). The date Members and the Company Notice is given acknowledge and agree that they shall cooperate reasonably to obtain any necessary authorization, approval or consent of any Governmental Authority to consummate the Holder is referred to as transactions contemplated by this Section 3.4; provided, the "Exercise Date." (c) The total consideration payable to Dominion Member shall bear all fees, costs and expenses incurred in connection with obtaining any such authorization, approval or consent. At the members request of the ▇▇▇▇▇▇▇ Group collectively for all Partner Member (or any of its transferees and their future transferees), the transactions in connection with the exercise of the Subject Shares (the "Gross Purchase Price") will Call Right shall be an amount equal to the sum structured in a manner that results in a disposition of the amounts determined in accordance with securities of each Blocker Corporation, rather than a disposition of the following formula for each series of High Vote Stock included interests in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of ▇▇▇▇▇▇'▇ deathCompany owned, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price directly or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that mayindirectly, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Membersuch Blocker Corporation. (d) The Gross Purchase Price will be payable in cash orNotwithstanding anything to the contrary herein, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Dominion Member in this Section 3.13.4 shall expire at Project COD, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock unless a Partner Member Call Trigger has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder occurred on or prior to Project COD and the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted Call Notice has been timely delivered by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds Dominion Member on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing DateProject COD.

Call Right. (a) Subject At any time from and after the earliest to occur of (i) eighteen (18) months after the last sentence date of this subsection Agreement; (a)ii) the death or Disability of JAF or (iii) JAF's voluntary termination of employment with NCI, upon ▇▇▇▇▇▇'▇ death, the Company Hollinger shall have the right (the "Call Right") to cause JAF to ▇▇▇▇ ▇▇ Hollinger in accordance with Sections 8.2(b) and 8.2(c), exercisable by action all, but not l▇▇▇ ▇▇▇▇ all, of JAF's Membership Interest (the "Purchased Interest") for a purchase price (the "Call Price") equal to the greater of (y) One Million Eight Hundred Thousand Dollars ($1,800,000) or (z) the "fair market value" of the Independent CommitteePurchased Interest, as such fair market value is determined in accordance with Section 8.2(c). In order for the Call Right to purchase all but not less than all be exercised, Hollinger must deliver a written notice of the shares of High Vote Stock beneficially owned by each Member at the time of exercise to JAF (or his lega▇ ▇▇▇▇▇▇'▇ death entative) and all but not less than all the Company within ninety (90) days following the occurrence of the shares event specified above triggering such right. Upon the Company's receipt of High Vote Stock that are then beneficially owned by any Permitted Transferee such notice, it shall initiate the procedures set forth in Section 8.2(c) to determine the fair market value of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(bthe Purchased Interest. (b) hereof The closing (collectively for all Members and Permitted Transferees, the "Subject SharesCall Closing"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under ) for the corresponding provisions purchase and sale of the Purchased Interest shall occur at the office of the Company at a time (during its ordinary business hours) and date fixed by Hollinger in writing to JAF (or his legal representative) not more than ▇▇▇▇▇▇ (30) days after the date on which the fair market value of the Purchased Interest is determined. At the Call AgreementClosing, Hollinger shall pay to JAF (or his legal representative) the Call Price (▇▇ ▇▇▇▇ or certified check drawn on a United States bank) and JAF (or his legal representative) shall deliver an assignment agreement, in form and substance acceptable to Hollinger, whereby JAF irrevocably Transfers the Purchased Interest ▇▇▇▇ ▇▇▇ clear of all Encumbrances and such other documents and instruments as may be required by counsel for Hollinger. (bc) The Company may exercise fair market value of the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Purchased ▇▇▇▇▇▇'▇t shall be determined as follows: (i) For a period of ten (10) Business Days following the delivery of the exercise notice required under Section 8.2(b), Hollinger and JAF (or his legal representative) shall enter into goo▇ death ▇▇▇▇▇ negotiations to determine the fair market value of the Purchased Interest. (ii) If, upon the expiration of such ten (10)-Business Day period, Hollinger and ending at JAF (or his legal representative) have not agreed upon the Close ▇▇▇▇ ▇▇rket value of Business on the 50th day after the datePurchased Interest, following then Hollinger shall be entitled to select an unaffiliated, impartial and ▇▇▇▇▇▇'▇▇ested appraiser to determine the fair market value of the Purchased Interest, provided that such appraiser so selected by Hollinger is a nationally recognized investment banking firm (such Per▇▇▇ death▇▇ selected to determine the fair market value of the Purchased Interest is hereinafter referred to as the "Appraiser"). The Appraiser shall be instructed to make its determination of the fair market value of the Purchased Interest within thirty (30) days. In making its determination of the fair market value of the Purchased Interest, on which any legal action that may the Appraiser shall be required to confirm take into consideration, at a minimum, the appointment specific attributes of the personal representative(sPurchased Interest set forth in the terms and conditions of this Agreement. After reaching a decision, the Appraiser shall give written notice to each of Hollinger and JAF (or his legal representative) for of the fair market ▇▇▇▇▇ of the Purchased Interest. Such valuation and the determination of such value in accordance with the terms and conditions hereof shall be final, binding and conclusive on JAF (or his estate) and Hollinger. (iii) Notwithstanding anything con▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given rein to the Holder is referred to as contrary, Hollinger and JAF (or his legal representative) may submit, and the "Exercise Date." (c) The total consideration payable to the members of the Ap▇▇▇▇▇▇▇ Group collectively for all shall consider, any information, data or documents related to the operations or financial results of the Subject Shares (the "Gross Purchase Price") will be an amount equal Company or NCI to the sum Appraiser prior to the Appraiser's final determination of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% fair market value of the product Purchased Interest. (iv) The fees and expenses of the Per Share Value for such series as of the date of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares Appraiser shall be calculated without duplication for any shares that may, paid one-half by virtue of the definition of "beneficially owned," be deemed to be beneficially owned Hollinger and one-half by more than one MemberJAF (or his estate). (d) The Gross Purchase Price will be payable in cash or, as If ▇▇▇ ▇▇▇▇ Right becomes exercisable by reason of JAF's death or Disability and Hollinger shall fail to any series of High Vote Stock included in timely deliver the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the exercise notice required u▇▇▇▇ ▇▇▇▇▇▇▇ Group Representativeion 8.2(b), on behalf of the Holder, may electthen JAF (or his legal representative), subject to the rights terms and conditions of Section 8.3, shall have the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing DateTransfer his Membership Interest. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (ai) Subject A Member shall notify the Company and the other Members in writing if it becomes, or is reasonably likely to become, a Triggering Member (provided, however, that such notice may be delivered by the Company or any other Member in the case of a Breaching Member Event). In such case and whether or not such notice was given, each of the other Members shall have a call right on the Units of such Triggering Member and may elect to acquire up to its Pro-Rata Share of all of such Units by delivering notice to the last sentence of this subsection (a), upon ▇▇▇▇▇▇'▇ death, Triggering Member and the Company shall have within twenty (20) days after the right receipt of such notice (the "“Call Right"Exercise Period”); provided, exercisable by action however, that in the event such Triggering Member is a holder of Class M Units, such Class M Units will be forfeited to the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively Company for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the ▇▇▇▇▇▇ Call Agreementno consideration. (bii) The Company Each such other Member exercising its right to purchase its entire Pro-Rata Share of such Units (each a “Calling Member”) shall have a right of over-allotment such that if any other Member fails to exercise its right of first refusal to purchase its entire Pro-Rata Share of such Units (each, a “Non-Calling Member”, including for such purpose any such Calling Member that fails to exercise its right to purchase its entire Pro-Rata Share of Remaining Units, as described below), such Calling Member may exercise purchase its Pro-Rata Share (based on the Call Rightrelative Units then owned by the Calling Members), of those Units in respect of which the Non-Calling Members have not exercised their rights of first refusal (the “Remaining Units”) by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the ▇▇▇▇▇▇▇ Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder Triggering Member within three (3) Business Days from the date on or prior to the Closing Date pursuant to which the Company shall grant provides written notice of the amount of as to the Holder registration rights with respect which such Non-Calling Members have failed to such Shares not less favorable to the Holder than any registration rights granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any exercise their rights of the Company first refusal hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.

Call Right. (a) Subject At any time from and after the earliest to occur of (i) eighteen (18) months after the last sentence date of this subsection Agreement; (a)ii) the death or Disability of JAF or (iii) JAF's voluntary termination of employment with NCI, upon ▇▇▇▇▇▇'▇▇▇ death, the Company shall have the right (the "Call Right") to cause JAF to sell to ▇▇▇▇▇▇▇▇▇ in accordance with Sections 8.2(b) and 8.2(c), exercisable by action of the Independent Committeeall, to purchase all but not less than all all, of JAF's Membership Interest (the "Purchased Interest") for a purchase price (the "Call Price") equal to the greater of (y) One Million Eight Hundred Thousand Dollars ($1,800,000) or (z) the "fair market value" of the shares Purchased Interest, as such fair market value is determined in accordance with Section 8.2(c). In order for the Call Right to be exercised, ▇▇▇▇▇▇▇▇▇ must deliver a written notice of High Vote Stock beneficially owned by each Member exercise to JAF (or his legal representative) and the Company within ninety (90) days following the occurrence of the event specified above triggering such right. Upon the Company's receipt of such notice, it shall initiate the procedures set forth in Section 8.2(c) to determine the fair market value of the Purchased Interest. (b) The closing (the "Call Closing") for the purchase and sale of the Purchased Interest shall occur at the office of the Company at a time (during its ordinary business hours) and date fixed by ▇▇▇▇▇▇▇▇▇ in writing to JAF (or his legal representative) not more than thirty (30) days after the date on which the fair market value of the Purchased Interest is determined. At the Call Closing, ▇▇▇▇▇▇▇▇▇ shall pay to JAF (or his legal representative) the Call Price (in cash or certified check drawn on a United States bank) and JAF (or his legal representative) shall deliver an assignment agreement, in form and substance acceptable to ▇▇▇▇▇▇▇▇▇, whereby JAF irrevocably Transfers the Purchased Interest free and clear of all Encumbrances and such other documents and instruments as may be required by counsel for ▇▇▇▇▇▇▇▇▇. (c) The fair market value of the Purchased Interest shall be determined as follows: (i) For a period of ten (10) Business Days following the delivery of the exercise notice required under Section 8.2(b), ▇▇▇▇▇▇▇▇▇ and JAF (or his legal representative) shall enter into good faith negotiations to determine the fair market value of the Purchased Interest. (ii) If, upon the expiration of such ten (10)-Business Day period, ▇▇▇▇▇▇▇▇▇ and JAF (or his legal representative) have not agreed upon the fair market value of the Purchased Interest, then ▇▇▇▇▇▇▇▇▇ shall be entitled to select an unaffiliated, impartial and disinterested appraiser to determine the fair market value of the Purchased Interest, provided that such appraiser so selected by ▇▇▇▇▇▇▇▇▇ is a nationally recognized investment banking firm (such Person so selected to determine the fair market value of the Purchased Interest is hereinafter referred to as the "Appraiser"). The Appraiser shall be instructed to make its determination of the fair market value of the Purchased Interest within thirty (30) days. In making its determination of the fair market value of the Purchased Interest, the Appraiser shall be required to take into consideration, at a minimum, the specific attributes of the Purchased Interest set forth in the terms and conditions of this Agreement. After reaching a decision, the Appraiser shall give written notice to each of ▇▇▇▇▇▇'▇▇▇ death and all but not less than all JAF (or his legal representative) of the shares fair market value of High Vote Stock that are then beneficially owned by any Permitted Transferee the Purchased Interest. Such valuation and the determination of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser such value in accordance with Section 2.3(bthe terms and conditions hereof shall be final, binding and conclusive on JAF (or his estate) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the ▇▇▇▇▇▇ Call Agreement. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day after the date, following ▇▇▇. (iii) Notwithstanding anything contained herein to the contrary, ▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date." (c) The total consideration payable to the members of the ▇▇▇▇▇▇▇ Group collectively for all and JAF (or his legal representative) may submit, and the Appraiser shall consider, any information, data or documents related to the operations or financial results of the Subject Shares (the "Gross Purchase Price") will be an amount equal Company or NCI to the sum Appraiser prior to the Appraiser's final determination of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% fair market value of the product of the Per Share Value for such series as of the date of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one MemberPurchased Interest. (div) The Gross Purchase Price will be payable in cash or, as to any series of High Vote Stock included in the Subject Shares, in fully paid fees and nonassessable shares of Low Vote Stock expenses of the corresponding series, or any combination of the foregoing, as the Appraiser shall be paid one-half by ▇▇▇▇▇▇▇▇▇ Group Representative, on behalf and one-half by JAF (or his estate). (d) If the Call Right becomes exercisable by reason of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" JAF's death or Disability and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇▇▇ Group Representativeshall fail to timely deliver the exercise notice required under Section 8.2(b), on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on the Closing Date. then JAF (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stockor his legal representative), the number of shares of any series of Low Vote Stock to be delivered subject to the Holder on terms and conditions of Section 8.3, shall have the Closing Date shall be equal right to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunderTransfer his Membership Interest. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.

Call Right. a. The Investors agree that at any time during the Call Period (a) Subject to the last sentence of this subsection (aas hereinafter defined), upon ▇▇▇▇▇▇'▇ death, the Company shall have the right (the "Call Right"), exercisable by action of the Independent Committee, and option to purchase all all, but not less than all all, of the shares of High Vote Stock beneficially owned by each Member at Shares from the time of ▇▇▇▇▇▇'▇ death and all but not less than all of Investors as set forth herein (the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"“Call Right”). Exhibit 10.41 b. The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises shall be exercisable for a period from January 1, 2015 to and including December 31, 2015 (the “Call Period”) by the Company delivering written notice (a “Call Notice”) to the Investors’ Representative (as hereinafter defined) of its corresponding call right under the corresponding provisions of the ▇▇▇▇▇▇ Call Agreement. (b) The Company may election to exercise the Call Right. c. The purchase price for the Shares purchased under this Article 1 shall be the greater of (i) $1.00 per share (as adjusted to reflect stock splits, by giving written notice of such exercise (stock dividends, reclassifications, or similar events after the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"Effective Date), at any time during the period commencing on and including or (ii) Fair Market Value (as hereinafter defined) as of the date of ▇▇▇▇▇▇'▇ death the Call Notice. Notwithstanding the foregoing, if (x) the Company exercises the Call Right at a time when (i) the Company has engaged an investment banker for the sale of the entire Company (a “Sale Transaction”), and ending at (ii) the Close of Business on Company is actively engaged in such sale process, and (y) the 50th day Company consummates a Sale Transaction within 180 days after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment date of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such periodCall Notice, the "Call Period"). The date then the Company Notice is given shall pay to the Holder is referred to Investors as the "Exercise Date." (c) The total consideration payable to the members of the ▇▇▇▇▇▇▇ Group collectively additional purchase price for all of the Subject Shares (the "Gross Purchase Price") will be such Shares, an amount equal to the sum difference (but not less than zero) of (a) the amount the Investors would have received in respect of the amounts determined Shares sold pursuant to the Call Right as if they had owned such Shares upon consummation of the Sale Transaction minus (b) the amount received by the Investors for such Shares at the Call Closing (as hereinafter defined), provided, that, if the consideration the Investors would have received in accordance with the following formula for each series respect of High Vote Stock included such Shares in the Subject Shares: 110% Sale Transaction is in a form other than cash, the Investors shall be paid such additional purchase price in that same form of non-cash consideration, provided, further, to the product of the Per Share Value for such series as of the date of ▇▇▇▇▇▇'▇ death, multiplied by the number of shares of such series included extent any consideration in the Subject Shares (such amountSale Transaction is payable after the closing thereof, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares then a pro rata portion of any series included in amount payable to the Subject Shares Investors under this Section 1(c) shall be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more than one Member. (d) The Gross Purchase Price will likewise be payable in cash oras, as to any series of High Vote Stock included in the Subject Shares, in fully if and when paid and nonassessable shares of Low Vote Stock of the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject to the rights of the Company pursuant to Section 3.1, by written notice given to the Company at least 60 days prior to the Closing Date (the "Holder Election Notice"). The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount"Sale Transaction. Subject to the Company's right foregoing proviso, any additional purchase price payable to elect the Investors pursuant to require a public sale the immediately preceding sentence shall be paid to the Investors no later than ten (10) days after the date on which the Investors would have received such consideration had they participated as selling parties in accordance the Sale Transaction. d. The closing for the Shares purchased under this Article 1 (the “Call Closing”) shall occur at such place, date and time as the Investors’ Representative and the Company shall mutually agree in writing. If such parties cannot so agree on or before the fifth (5th) business day following the final determination of Fair Market Value with Section 3respect to the Call Right exercised under this Article 1, the Call Closing Date Amount shall take place at 10:00 a.m. local time at the Company’s principal business office on the fifth (5th) business day after such final determination. At the Call Closing, the Investors shall deliver all of the certificates evidencing the Shares (or other applicable transfer instruments), duly endorsed for transfer and such Shares shall be delivered free and clear of all Liens (as hereinafter defined), and each of the Investors shall severally, and not jointly and severally, so represent and warrant, and shall further severally, and not jointly and severally, represent and warrant that it is the sole beneficial and record owner of its respective Shares, with the full right, power and authority to convey such Shares to the ▇▇▇▇▇▇▇ Group RepresentativeCompany. At the Call Closing, on behalf of all Members and Permitted Transferees who held any of the Subject parties to the transaction shall execute such additional documents as are otherwise reasonably necessary or appropriate to effectuate such closing. Payment of the purchase price for any Shares purchased in cash on the Closing Date. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive any portion of the Gross Purchase Price in shares of Low Vote Stock, the number of shares of any series of Low Vote Stock to be delivered to the Holder on the Closing Date under this Article 1 shall be equal to the quotient obtained by dividing (i) the Series Stock Value for the corresponding series of High Vote Stock by (ii) the Per Share Value of such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into made by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereunder. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by at the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid Call Closing by wire transfer of next day immediately available funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Investor Representative at least two (2) Business Days before against delivery of the Closing Date.Shares as aforesaid. For purposes of this Agreement, “Lien” means any lien, charge, claim, encumbrance, liability, obligation, pledge, security interest, mortgage, deed of trust, right of first refusal or right of first offer, preemptive right, subscription right, or other rights, restrictions or limitations of any kind. Exhibit 10.41

Call Right. (a) Subject to the last sentence of this subsection (a), upon ▇▇▇▇▇▇'▇ death, the Company shall The Managing Member will have the right (the "individually, a “Call Right")” and collectively, exercisable by action of the Independent Committee“Call Rights”) at its election to require the Non-Managing Members to sell their respective Class 2A Interests, Class 2B Interests, Class 5 Interests and Class 6 Interests to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Managing Member at the time of ▇▇▇▇▇▇'▇ death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with this Section 2.3(b) hereof (collectively 5.3 for all a per Interest purchase price equal to the Fair Market Value for such Interest to be paid in cash, or if the Managing Member and the Non-Managing Members mutually agree, in a combination of cash and Permitted Transferees, common stock of the "Subject Shares")Managing Member or its Affiliates. The Company Managing Member may exercise its Call Rights once during the first quarter of Fiscal Years 2008, 2010 and 2012 with respect to 100.00% of the Class 2A and 2B Interests (it being understood that the Class 2A Interests and the Class 2B Interests must be called together), once during the first quarter of Fiscal Years 2010, 2011 and 2012 with respect to 100.00% of the Class 5 Interests and once during the first quarter of Fiscal Years 2011 and 2012 with respect to 100.00% of the Class 6 Interests in each case upon written notice to the Non-Managing Members delivered no later than February 15 of such Fiscal Year; provided, however, that the Managing Member may not exercise its Call Right under this Section 2.2 with respect to (i) the Class 5 Interests unless it concurrently exercises shall first have exercised its corresponding call right under Call Right with respect to the corresponding provisions Class 2A and 2B Interests, or (ii) the Class 6 Interests unless it shall first have exercised its Call Right with respect to the Class 5 Interests. Such written notice will set forth the amount of Class 2A Interests, Class 2B Interests, Class 5 Interests and Class 6 Interests held by Non-Managing Members that the ▇▇▇▇▇▇ Call AgreementManaging Member is purchasing and the Closing Date on which such purchase will occur, which shall not be more than 10 business days after such notice is given to the Non-Managing Members. (b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of ▇▇▇▇▇▇'▇ death and ending at the Close of Business on the 50th day after the date, following ▇▇▇▇▇▇'▇ death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for ▇▇▇▇▇▇'▇ estate or for ▇▇▇▇▇▇'▇ estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date[Intentionally Omitted."] (c) The total consideration payable to For any Interest that is a Call Interest, the members “Fair Market Value” of the ▇▇▇▇▇▇▇ Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount such Interest is equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of ▇▇▇▇▇▇'▇ death, Fair Market Multiple multiplied by the number of shares aggregate distributions in respect of such series included in the Subject Shares (such amountInterest pursuant to Section 3.4(e), Section 3.4(f), Section 3.4(g) or Section 3.4(h), as the case may be, without giving effect to each seriesreductions, if any, to such distributions pursuant to Section 3.4(k), for the "Series Purchase Price"). In calculating Fiscal Year immediately preceding the Fiscal Year in which the Call Right is exercised; provided that in no event shall the aggregate Fair Market Value for all Interests called in any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall given Fiscal Year be calculated without duplication for any shares that may, by virtue of the definition of "beneficially owned," be deemed to be beneficially owned by more less than one Member$1,000. (d) The Gross Purchase Price will be payable in cash orOn a given Closing Date, as to any series of High Vote Stock included in the Subject Shares, in fully paid and nonassessable shares of Low Vote Stock of Non-Managing Members shall transfer the corresponding series, or any combination of the foregoing, as the ▇▇▇▇▇▇▇ Group Representative, on behalf of the Holder, may elect, subject applicable Call Interests to the rights Managing Member free and clear of the Company pursuant all liens and encumbrances and will execute all instruments and documents necessary to Section 3.1, by written notice given transfer such Call Interests to the Company at least 60 days prior Managing Member, and the Managing Member will transfer to the Closing Date (Non-Managing Members the "Holder Election Notice")consideration for such Call Interests. The Holder Election Notice shall specify as to each series of High Vote Stock included in the Subject Shares, the portion of the Series Purchase Price to be paid in Low Vote Stock of the corresponding series (such portion, as to each series of High Vote Stock, being the "Series Stock Value" and as to all series for which payment in Low Vote Stock has been elected being, in the aggregate, the "Gross Stock Value"). The Gross Purchase Price less the Gross Stock Value is herein referred to as the "Closing Date Amount". Subject to the Company's right to elect to require a public sale in accordance with Section 3, the Closing Date Amount shall be delivered to the ▇▇▇▇▇▇▇ Group Representative, on behalf of all Members and Permitted Transferees who held any of the Subject Shares purchased in cash on Following the Closing Date, upon the request of the Managing Member, the Non-Managing Members shall execute such further instruments and documents and perform such further acts as may be reasonably required to carry out the transactions contemplated by this Section 5.3. (e) If the Holder has timely elected in accordance with Section 2.2(d) to receive As of any portion of the Gross Purchase Price in shares of Low Vote StockClosing Date, the number of shares of any series of Low Vote Stock Non-Managing Members shall cease to be delivered to hold the Holder Interests purchased on the Closing Date Date, and shall be equal cease to hold the quotient obtained by dividing (i) the Series Stock Value for the corresponding series portion of High Vote Stock by (ii) the Per Share Value of their respective capital accounts attributed to such corresponding series of High Vote Stock. The shares to be so delivered on the Closing Date will not Interests, if any, and shall no longer have been registered for sale under the Securities Act and may not be sold except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. The Company will be under no obligation to register such shares for resale except as otherwise provided in a Registration Rights Agreement to be entered into by the Company and the Holder on or prior to the Closing Date pursuant to which the Company shall grant to the Holder registration any rights with respect to such Shares not less favorable to the Holder than any registration rights granted by the Company to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Call Agreement (the "Registration Rights Agreement"). The certificates for the shares portion of Low Vote Stock to be delivered to the Holder on the Closing Date shall bear a customary legend to the foregoing effect but shall be free of any rights of the Company hereundersuch Interests. (f) Amounts payable pursuant to this Agreement in cash shall, unless otherwise agreed by the Company and the ▇▇▇▇▇▇▇ Group Representative, be paid by wire transfer of next day funds on or prior to the Closing Date to an account designated in writing by the ▇▇▇▇▇▇▇ Group Representative at least two (2) Business Days before the Closing Date.