Common use of Conversion to Corporation Clause in Contracts

Conversion to Corporation. (a) Subject to receipt of Preferred Super Approval, the Board shall have the power and authority to effect the conversion of the Company’s legal form from a limited liability company to a Delaware corporation or the merger of the Company with or into a new or previously established but dormant Delaware corporation having no assets or liabilities, debts or other obligations of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization (such a conversion or merger is referred to as a “Conversion” and such Delaware corporation is referred to as “NewCo”); provided that (i) Preferred Super Approval shall not be required for a Conversion in connection with (and that is consummated immediately prior to) a Qualified IPO or any other transaction approved by a Preferred Majority in accordance with Section 6.4(c)(vi) and (ii) if requested by the holders of a majority of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 of the Voting Agreement (Drag-Along-Rights), in each case as applied to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of this Agreement and all of the parties’ rights and obligations hereunder with respect to their Units and other Membership Interests shall terminate. (b) Upon the consummation of a Conversion, the Units held by each Member and Assignee shall be converted into or exchanged for a number of shares of NewCo’s Capital Securities with substantially equivalent relative preferences, economic interests and other rights and obligations of such converted or exchanged Units of the Company, in each case, as determined by the Board, acting equitably, reasonably and in good faith; provided that Class B Common Units shall be converted into the same class of common stock of NewCo that the Class A Common Units are converted, with the number of shares of common stock of NewCo based upon the relative value of the Class B Common Units to Class A Common Units as of the date of such Conversion, assuming the Company: (x) sold all of its assets for their fair market value (as a going concern), (y) paid its liabilities and (z) distributed the remaining proceeds of such sale in the same manner as a Deemed Liquidation Event. The Board shall, to the extent practicable, distribute the shares of NewCo in a manner designed to provide the Members and Assignees of the Company with stock or other equity securities in NewCo that are of comparable value to the Units that they hold at the time of the conversion. Solely for purposes of example, (i) if there are outstanding Preferred Units in the Company on which no distributions have been paid, the Board could (but would not be required to) cause NewCo to issue shares of a series of preferred stock, with a comparable preference amount and similarly accrued but undeclared dividends, and (ii) with respect to any Common Units that would not participate in a liquidation of the Company for an amount equal to its fair market value at the time of the Conversion, the Board could (but would not be required to) replace such Common Units with options to purchase shares of common stock with a comparable exercise price, or with shares of common stock, or even with no equity in NewCo, depending on its view of the facts and circumstances of the time. The Board’s determination of the class (and the terms thereof and rights associated therewith) and number of shares of NewCo Capital Securities that each Member and Assignee receives upon a Conversion shall be final and binding on the holders of Units absent manifest arithmetic error. Each of the Members hereby agrees (for itself and its Assignees) that the terms and provisions of this Agreement and the other Governing Documents (including, without limitation, the preferential liquidation rights and voting rights of the Preferred Units) shall apply to NewCo and shall be incorporated into NewCo’s certificate of incorporation, by-laws or investor rights agreement, as the case may be, subject to any modifications reasonably deemed necessary or appropriate by the Board as a result of the Conversion to a corporate form; provided, that such modifications may not materially adversely affect the substantive rights of any Membership Interests or any other rights specifically granted to any Member(s) hereunder or under the other Governing Documents. The Board shall use commercially reasonable efforts to undertake any Conversion in such manner as would provide for no tax gain or loss to the Members and Assignees solely as a result of the Conversion. (c) In connection with a Conversion effected by the Board in accordance with this Section 8.1, each Member and Assignee hereby covenants and agrees to take any and all such actions and execute and deliver any and all such instruments and other documents as the Board may reasonably request in order to effect or evidence such Conversion, including executing a stockholders or similar agreement with respect to their equity interests in NewCo consistent with the control, transfer and other applicable provisions of this Agreement and the other Governing Documents applicable to such Members and Assignees, with such changes as permitted by Section 8.1(b). Without limiting the generality of the foregoing, no Member or Assignee shall have or be entitled to exercise any dissenters rights, appraisal rights or other similar rights in connection with such Conversion.

Conversion to Corporation. (a) Subject The Members acknowledge and agree that there may be circumstances, including but not limited to receipt a public offering of Preferred Super Approvalequity interests in the business being conducted by the LLC (a “Public Offering”), that would cause it to be in the best interests of all of the Members that such business be conducted in corporate form. Accordingly the Manager, acting without the approval or consent of the Members is authorized, upon a determination that the conduct of the business in corporate form would be in the best interests of the Members under the circumstances then prevailing, to take such action as he shall determine to be necessary or desirable to convert (the “Conversion”) the LLC to a corporation (the “Corporation”), organized under the laws of such jurisdiction as he shall determine and the charter and by-laws of which to contain such terms as he determines to be appropriate, subject, however, to the requirements of subsection (b) immediately below with respect to the resulting share ownership interests of the Members in the Corporation. The Manager shall effect the Conversion in such manner as he shall in his reasonable discretion determine to fairly represent the relative economic and other rights of the Members as members of the Company at the time and as shall minimize taxes and costs to be incurred by the LLC, the Board shall have Members or the power and authority to effect Corporation. The Conversion may take the form of, without limitation, a conversion of the Company’s legal form from LLC into corporate form, a limited liability company to a Delaware corporation or the merger of the Company with or LLC into the Corporation, a new or previously established but dormant Delaware corporation having no assets or liabilities, debts or other obligations contribution of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization (such a conversion or merger is referred to as a “Conversion” and such Delaware corporation is referred to as “NewCo”); provided that (i) Preferred Super Approval shall not be required for a Conversion in connection with (and that is consummated immediately prior to) a Qualified IPO or any other transaction approved by a Preferred Majority in accordance with Section 6.4(c)(vi) and (ii) if requested by the holders of a majority of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 of the Voting Agreement (Drag-Along-Rights), in each case as applied to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of this Agreement and all of the parties’ rights Shares of the Members in the LLC to the Corporation and obligations hereunder with respect the distribution of the Corporation’s shares to their Units the Members, a transfer of the assets, subject to the liabilities, of the LLC to the Corporation and the distribution of the Corporation’s shares to the Members or such other Membership Interests form as the Manager shall terminatereasonably determine. (b) Upon The shares of the consummation capital stock of a Conversion, the Units held by each Member and Assignee Corporation shall be converted divided into or exchanged for a number of shares of NewCo’s Capital Securities with substantially equivalent relative preferences, economic interests classes and other rights and obligations of such converted or exchanged Units of the Company, in each case, as determined by the Board, acting equitably, reasonably and in good faith; provided that Class B Common Units shall be converted into the same class of common stock of NewCo that the Class A Common Units are converted, with the number of shares of common stock of NewCo based upon the relative value of the Class B Common Units to Class A Common Units as of the date of such Conversion, assuming the Company: (x) sold all of its assets for their fair market value (as a going concern), (y) paid its liabilities and (z) distributed the remaining proceeds of such sale in the same manner as a Deemed Liquidation Event. The Board shall, to the extent practicable, distribute the shares of NewCo in a manner designed to provide the Members and Assignees of the Company with stock or other equity securities in NewCo that are of comparable value to the Units that they hold at the time of the conversion. Solely for purposes of example, (i) if there are outstanding Preferred Units in the Company on which no distributions have been paid, the Board could (but would not be required to) cause NewCo to issue shares of a series of preferred stock, with a comparable preference amount and similarly accrued but undeclared dividends, and (ii) with respect to any Common Units that would not participate in a liquidation of the Company for an amount equal to its fair market value at the time of the Conversion, the Board could (but would not be required to) replace such Common Units with options to purchase shares of common stock with a comparable exercise price, or with shares of common stock, or even with no equity in NewCo, depending on its view of the facts and circumstances of the time. The Board’s determination of the class (and the terms thereof and rights associated therewith) and number of shares of NewCo Capital Securities that each Member and Assignee receives upon a Conversion shall be final and binding on the holders of Units absent manifest arithmetic error. Each of the Members hereby agrees (for itself and its Assignees) that the terms and provisions of this Agreement and the other Governing Documents (including, without limitation, the preferential liquidation rights and voting rights of the Preferred Units) shall apply to NewCo and shall be incorporated into NewCo’s certificate of incorporation, by-laws or investor rights agreement, as allocated to and among the case may be, subject to any modifications reasonably deemed necessary or appropriate by the Board as a result of the Conversion to a corporate form; provided, that such modifications may not materially adversely affect the substantive rights of any Membership Interests or any other rights specifically granted to any Member(s) hereunder or under the other Governing Documents. The Board shall use commercially reasonable efforts to undertake any Conversion Members in such manner as would provide for no tax gain or loss to shall result in the Members and Assignees solely as a result of having the Conversion. (c) In connection with a Conversion effected by the Board in accordance with this Section 8.1, each Member and Assignee hereby covenants and agrees to take any and all such actions and execute and deliver any and all such instruments and other documents as the Board may reasonably request in order to effect or evidence such Conversion, including executing a stockholders or similar agreement same relative rights with respect to their equity interests in NewCo consistent with the controlassets, transfer profits and other applicable provisions losses of this Agreement and the other Governing Documents applicable LLC immediately prior to such Members and Assignees, with such changes as permitted by Section 8.1(b)the Conversion. Without limiting the generality of Notwithstanding the foregoing, no Member or Assignee shall have or be entitled if the event triggering a Conversion is a Public Offering, the shares of the capital stock of the Corporation may consist of a single class, allocated to exercise any dissenters rightsand among the Members as if the LLC had been liquidated, appraisal rights or other similar rights its liabilities had been satisfied in connection with full and its remaining assets converted into cash and distributed to the Members, and such Conversioncash paid by the Members to the Corporation in exchange for such shares.

Conversion to Corporation. (a) Subject At such time and in such manner as the Members shall determine to receipt of Preferred Super Approvalbe appropriate, the Board Members Committee by Unanimous Vote shall have be entitled to cause the power Company to be converted into and authority reconstituted as a corporation under the laws of the State of Delaware (the "Corporation"), whether by conversion pursuant to effect Delaware Act Section 18-214, merger, transfer and/or contribution of assets and liabilities of the conversion Company to the Corporation in exchange for shares of capital stock of the Corporation (and distribution of such shares to the Members in liquidation of the Company’s legal form from ) or otherwise (a limited liability company "Conversion", and the actual date of such Conversion being referred to a Delaware corporation or herein as the merger "Conversion Date"). As of the Company with or into a new or previously established but dormant Delaware corporation having no assets or liabilitiesConversion Date, debts or other obligations of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization (such a conversion or merger is referred each Member shall, to as a “Conversion” and such Delaware corporation is referred the extent hereinafter provided, be entitled to as “NewCo”); provided that receive: (i) Preferred Super Approval shall not be required for a capital share ownership interest in the Corporation substantially equivalent, as reasonably determined by the Managing Members, to the Units comprising its Membership Interest as of the Conversion in connection with (and that is consummated immediately prior to) a Qualified IPO or any other transaction approved by a Preferred Majority in accordance with Section 6.4(c)(vi) and Date; and (ii) if requested by the holders of a majority each Member shall also be issued in respect of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms sum of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 such Member's Unrecovered Capital preferred stock of the Voting Agreement (Drag-Along-Rights)Corporation with an aggregate redemption price and liquidation preference equal in the aggregate to such Unrecovered Capital, and otherwise with such rights, preferences and privileges as in each case as applied the reasonable judgment of the 49 Managing Member(s) shall be equitable in light of the rights, preferences and privileges to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of Members are entitled under this Agreement and all in respect of the parties’ rights and obligations hereunder with respect to their Units and other Membership Interests shall terminaterespective Unrecovered Capital. (b) Upon the consummation of a Conversion, the Units held by each Member and Assignee shall be converted into or exchanged for a number of shares of NewCo’s Capital Securities with substantially equivalent relative preferences, economic interests and other rights and obligations of such converted or exchanged Units of the Company, in each case, as determined by the Board, acting equitably, reasonably and in good faith; provided that Class B Common Units shall be converted into the same class of common stock of NewCo that the Class A Common Units are converted, with the number of shares of common stock of NewCo based upon the relative value of the Class B Common Units to Class A Common Units as of the date of such Conversion, assuming the Company: (x) sold all of its assets for their fair market value (as a going concern), (y) paid its liabilities and (z) distributed the remaining proceeds of such sale in the same manner as a Deemed Liquidation Event. The Board shall, to the extent practicable, distribute the shares of NewCo in a manner designed to provide the Members and Assignees of the Company with stock or other equity securities in NewCo that are of comparable value to the Units that they hold at the time of the conversion. Solely for purposes of example, (i) if there are outstanding Preferred Units in the Company on which no distributions have been paid, the Board could (but would not be required to) cause NewCo to issue shares of a series of preferred stock, with a comparable preference amount and similarly accrued but undeclared dividends, and (ii) with respect to any Common Units that would not participate in a liquidation of the Company for an amount equal to its fair market value at the time of the Conversion, the Board could (but would not be required to) replace such Common Units with options to purchase shares of common stock with a comparable exercise price, or with shares of common stock, or even with no equity in NewCo, depending on its view of the facts and circumstances of the time. The Board’s determination of the class (and the terms thereof and rights associated therewith) and number of shares of NewCo Capital Securities that each Member and Assignee receives upon a Conversion shall be final and binding on the holders of Units absent manifest arithmetic error. Each of the Members hereby agrees (for itself to cooperate fully with such Conversion and its Assignees) that enter into one or more stockholders' agreements which shall reflect each of their respective rights and obligations as stockholders of the terms Corporation, which rights and provisions obligations shall be substantially equivalent to the respective rights and obligations of the Members under this Agreement Agreement, and with such changes taking account of the differences between the Company and the other Governing Documents (including, without limitation, Corporation and the preferential liquidation rights and voting rights of laws governing the Preferred Units) shall apply to NewCo and shall be incorporated into NewCo’s certificate of incorporation, by-laws or investor rights agreementsame, as the case may be, subject to any modifications reasonably deemed necessary or appropriate by the Board as a result of the Conversion to a corporate form; provided, that such modifications may not materially adversely affect the substantive rights of any Membership Interests or any other rights specifically granted to any Managing Member(s) hereunder or under the other Governing Documents. The Board shall use commercially reasonable efforts to undertake any Conversion in such manner as would provide for no tax gain or loss to the Members and Assignees solely as a result of the Conversionreasonably determine. (c) In connection with a Conversion effected by the Board in accordance with this Section 8.1, each Member and Assignee hereby covenants and agrees to take any and all such actions and execute and deliver any and all such instruments and other documents as the Board may reasonably request in order to effect or evidence such Conversion, including executing a stockholders or similar agreement with respect to their equity interests in NewCo consistent with the control, transfer and other applicable provisions of this Agreement and the other Governing Documents applicable to such Members and Assignees, with such changes as permitted by Section 8.1(b). Without limiting the generality of the foregoing, no Member or Assignee shall have or be entitled to exercise any dissenters rights, appraisal rights or other similar rights in connection with such Conversion.

Conversion to Corporation. (a) Subject In the event that at any time after the date hereof, the Board shall determine (subject to receipt Section 6.5) that it wishes to facilitate an offering of Preferred Super Approvalequity interests in the Company or a successor through a Public Offering, or for any other reason, then the Board shall have the power and authority to effect cause the conversion of the Company’s legal form from Company to be reorganized as a limited liability company to a Delaware corporation or become a subsidiary or parent of a corporation, or distribute the merger stock of a corporate subsidiary to the Company Members in accordance with or into a new or previously established but dormant Delaware corporation having no assets or liabilities, debts or other obligations of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization this Agreement (such a conversion or merger is corporation being hereinafter referred to as a “Corporate Vehicle”) under the General Corporation Law of the State of Delaware by incorporation, merger, conversion, contribution or other permissible manner (a “Conversion” and such Delaware corporation is referred to as “NewCo”); provided that , and the Members shall cooperate in good faith to effectuate such Conversion and (iif applicable) Preferred Super Approval Public Offering. The Company will use its good faith commercially reasonable efforts to structure the Conversion as a transaction intended to qualify for tax-free treatment under section 351 of the Code, to the extent reasonably practicable for the Company and its Members. (b) The Members holding Units shall not be required receive, in exchange for their Units of a Conversion particular class, shares of stock in connection with the Corporate Vehicle of the relevant class having the same relative seniority, preferences, voting, board rights and consent rights, economic interest and other rights and obligations, including those set forth in Section 3.1 and the other provisions hereof (and that is consummated immediately prior toin no event shall such interest, rights or obligations be less favorable to such Member than the terms of their respective Units) a Qualified IPO or in the Corporate Vehicle as are set forth in this Agreement applicable to the Units, subject to any other transaction approved modifications deemed appropriate by a Preferred Majority in accordance the Board (with Section 6.4(c)(vi) and (ii) if requested by the consent of the holders of a majority of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 of the Voting Agreement (Drag-Along-Rights), in each case as applied to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of this Agreement and all of the parties’ rights and obligations hereunder with respect to their Units and other Membership Interests shall terminate. (b) Upon the consummation of a Conversion, the Units held by each Member and Assignee shall be converted into or exchanged for a number of shares of NewCo’s Capital Securities with substantially equivalent relative preferences, economic interests and other rights and obligations of such converted or exchanged Units of the Company, in each case, as determined by the Board, acting equitably, reasonably and in good faith; provided that Class B Common Units shall be converted into the same affected class of common stock of NewCo that the Class A Common Units are converted, with the number of shares of common stock of NewCo based upon the relative value of the Class B Common Units to Class A Common Units as of the date of such Conversion, assuming the Company: (x) sold all of its assets for their fair market value (as a going concern), (y) paid its liabilities and (z) distributed the remaining proceeds of such sale in the same manner as a Deemed Liquidation Event. The Board shall, to the extent practicable, distribute the shares of NewCo in a manner designed to provide the Members and Assignees of the Company with stock or other equity securities in NewCo that are of comparable value to the Units that they hold at the time of the conversion. Solely for purposes of example, (i) if there are outstanding Preferred Units in the Company on which no distributions have been paid, the Board could (but would not be required to) cause NewCo to issue shares of a series of preferred stock, with a comparable preference amount and similarly accrued but undeclared dividends, and (ii) with respect to any Common Units that would not participate in a liquidation of the Company for an amount equal to its fair market value at the time of the Conversion, the Board could (but would not be required to) replace such Common Units with options to purchase shares of common stock with a comparable exercise price, or with shares of common stock, or even with no equity in NewCo, depending on its view of the facts and circumstances of the time. The Board’s determination of the class (and the terms thereof and rights associated therewith) and number of shares of NewCo Capital Securities that each Member and Assignee receives upon a Conversion shall be final and binding on the holders of Units absent manifest arithmetic error. Each of the Members hereby agrees (for itself and its Assignees) that the terms and provisions of this Agreement and the other Governing Documents (including, without limitation, the preferential liquidation rights and voting rights of the Preferred Units) shall apply to NewCo and shall be incorporated into NewCo’s certificate of incorporation, by-laws or investor rights agreement, as the case may be, subject to any modifications reasonably deemed necessary or appropriate by the Board as a result of the Conversion to a corporate form; provided, that such modifications may not materially adversely affect the substantive rights of any Membership Interests or any other rights specifically granted to any Member(s) hereunder or under the other Governing Documents. The Board shall use commercially reasonable efforts to undertake any Conversion in such manner as would provide for no tax gain or loss to the Members and Assignees solely as a result of the Conversion. In addition to the foregoing, the certificate of incorporation of the Corporate Vehicle shall provide that (A) the preferred stock of the Corporate Vehicle is automatically converted into common stock in connection with a Public Offering (based on the economics herein), and (B) the conversion of described in clause (A) shall be at the conversion ratios determined to give effect to the relative values of the Units based on the economic rights thereof as set forth in this Agreement, determined by the Board in good faith based at the time of a Public Offering (if applicable) (and taking into account the price of shares in such Public Offering). (c) In connection with The Corporate Vehicle and the Members (in their capacities as stockholders of the Corporate Vehicle) shall enter into a Conversion effected by stockholders’ agreement providing for such terms and conditions as are necessary for the Board in accordance with this Section 8.1, each Member rights and Assignee hereby covenants obligations and agrees to take any and all such actions and execute and deliver any and all such instruments and other documents as the Board may reasonably request in order to effect or evidence such Conversion, including executing a stockholders or similar agreement with respect to their equity interests in NewCo consistent with the control, transfer and other applicable provisions of this Agreement to continue to apply to the Corporate Vehicle, the stockholders of the Corporate Vehicle and the other Governing Documents applicable capital stock of the Corporate Vehicle, including, but not limited to, (A) an agreement to vote all shares of capital stock held by such stockholders to elect the board of directors of such resulting corporation in accordance with the substance of Section 6.2, and (B) the rights and obligations of the Members and Assigneescontained herein (which may, with such changes as permitted by Section 8.1(bat the election of the Partners Group Members, be contained in the Corporate Vehicle’s certificate of incorporation). (d) No Member will have the right or power to veto, vote for or against, amend, modify or delay a Conversion. Without limiting the generality In furtherance of the foregoing, no each Member hereby makes, constitutes and appoints the Company its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to act as its proxy in respect of any vote or Assignee shall approval of Members required to give effect to this Section 10.4, including any vote or approval required under Section 18-209 of the Act. The proxy granted pursuant to this Section 10.4(d) is a special proxy coupled with an interest and is irrevocable. (e) The Company and the Members hereby agree to use their commercially reasonable efforts to structure the Conversion to maximize the ability of the Members to aggregate (or “tack”) the period during which they hold their Units together with the period during which they hold shares of capital stock of the Corporate Vehicle for purposes of the United States securities laws, including Rule 144 under the Securities Act. (f) Each Member (including any Permitted Transferee thereof) agrees, upon confirmation, that all officers and directors of the Company and all holders of five percent (5%) or greater of Capital Securities of the Company have entered into similar agreements, not to directly or be entitled indirectly lend, pledge, offer, sell, contract to exercise sell, sell any dissenters rightsoption or contract to purchase, appraisal rights purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or Transfer any equity securities of the Company or any Corporate Vehicle or other similar rights successor held by it for (a) one hundred eighty (180) days following the effective date of the relevant registration statement filed under the Securities Act in connection with the Company’s initial public offering of Capital Securities, or (b) ninety (90) days following the effective date of the relevant registration statement in connection with any other public offering of Capital Securities, as such Conversionmanaging underwriter shall specify reasonably and in good faith. Notwithstanding the foregoing, if (x) during the last seventeen (17) days of the foregoing 180-day period or 90-day period, as applicable, the Company issues an earnings release or material news or a material event relating to the Company occurs or (y) prior to the expiration of the 180-day period or 90-day period, as applicable, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then the restrictions described above shall continue to apply until the expiration of an 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Each Member shall enter into customary letter agreements to the foregoing effect if so requested by the Company and the managing underwriter. (g) Prior to a Public Offering, the Company and the holders of Preferred Units shall enter into a customary registration rights agreement, providing for (i) unlimited demand and “piggyback” registration rights for Partners Group Members, (ii) rights for each of the other Members holding Preferred Units exercisable from and after one hundred eighty (180) days following an initial Public Offering, to demand (A) one short-form underwritten registration in the case of all other Members, in any twelve (12) months period, and (B) at any time when the Corporate Vehicle becomes eligible to register securities on Form S-3 or a similar successor form, to effect a “shelf” registration, and (iii) customary” “piggyback” registration rights (with pro-rata underwriter cutbacks) on all demand registrations and Company registrations (other than an initial Public Offering solely by the Company for its account), in each case at the Company’s expense.

Conversion to Corporation. The Company may be converted into a corporation (a) Subject to receipt "Successor Corporation"), formed under the laws of Preferred Super Approval, the Board shall have the power and authority to effect the conversion a state of the Company’s legal form from United States, pursuant to (i) a limited liability company to a Delaware corporation merger or the merger consolidation of the Company with or into a new or previously established but dormant Delaware corporation having no assets or liabilitiesformed for such purpose, debts or other obligations of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization (such a conversion or merger is referred to as a “Conversion” and such Delaware corporation is referred to as “NewCo”); provided that (i) Preferred Super Approval shall not be required for a Conversion in connection with (and that is consummated immediately prior to) a Qualified IPO or any other transaction approved by a Preferred Majority in accordance with Section 6.4(c)(vi) and (ii) if requested by pursuant to a transfer to the holders Successor Corporation of a majority all of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 of the Voting Agreement (Drag-Along-Rights), in each case as applied to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of this Agreement assets and all of the parties’ rights and obligations hereunder liabilities of the Company, (iii) through a conversion of the Company into a corporation pursuant to provisions of Section 18-216 of the Act (or successor provisions thereto), or (iv) through any substantially equivalent method. In connection with respect to their Units and other Membership Interests shall terminate. (b) Upon any of the consummation of a Conversionforegoing, the Units held by each Member and Assignee shall Interests of Members would be converted into or exchanged for a number of shares of NewCo’s Capital Securities with substantially equivalent relative preferences, economic interests and other rights and obligations of such converted or exchanged Units capital stock in the Successor Corporation. The method used to convert the Company into a Successor Corporation shall be determined by the Members by a Supermajority Approval. The constituent documents of the CompanySuccessor Corporation shall provide that all matters submitted to shareholders for approval, in each caseincluding mergers, consolidations, sale or other disposition of all or substantially all of the assets, amendments to articles of incorporation, dissolutions, and winding up, shall require the approval of a Supermajority of the votes entitled to vote thereon and shall otherwise be as determined by the Board, acting equitably, reasonably and Members by a Supermajority Approval. The capital stock that each of the Members receive in good faith; provided that Class B Common Units the Successor Corporation in exchange for each Interest (or fraction thereof) shall be converted into identical in all material respects to the same class of common capital stock of NewCo received by all other Members in the Successor Corporation in exchange for each Interest (or fraction thereof) (the Members acknowledge that the Class A Common Units are converted, with the number of shares of common capital stock of NewCo based upon the relative value of the Class B Common Units to Class A Common Units as of the date of such Conversion, assuming the Company: (x) sold all of its assets for their fair market value (as a going concern), (y) paid its liabilities and (z) distributed the remaining proceeds of such sale in the same manner as a Deemed Liquidation Event. The Board shall, Successor Corporation offered to the extent practicable, distribute public or other non-Member Persons may have different voting rights than the shares of NewCo in a manner designed capital stock provided to provide the Members and Assignees Members). Following conversion of the Company with into the Successor Corporation, the Successor Corporation would sell in a public offering such capital stock or other equity securities in NewCo that are of comparable value to the Units that they hold at the time of the conversion. Solely for purposes of example, (i) if there are outstanding Preferred Units in the Company Successor Corporation on which no distributions have been paid, the Board could (but would not such terms and conditions as may be required to) cause NewCo to issue shares of a series of preferred stock, with a comparable preference amount and similarly accrued but undeclared dividends, and (ii) with respect to any Common Units that would not participate in a liquidation of the Company for an amount equal to its fair market value at the time of the Conversion, the Board could (but would not be required to) replace such Common Units with options to purchase shares of common stock with a comparable exercise price, or with shares of common stock, or even with no equity in NewCo, depending on its view of the facts and circumstances of the time. The Board’s determination of the class (and the terms thereof and rights associated therewith) and number of shares of NewCo Capital Securities that each Member and Assignee receives upon a Conversion shall be final and binding on the holders of Units absent manifest arithmetic error. Each of determined by the Members hereby agrees (for itself and its Assignees) that the terms and provisions of this Agreement and the other Governing Documents (including, without limitation, the preferential liquidation rights and voting rights of the Preferred Units) shall apply to NewCo and shall be incorporated into NewCo’s certificate of incorporation, by-laws or investor rights agreement, as the case may be, subject to any modifications reasonably deemed necessary or appropriate by the Board as a result of the Conversion to a corporate form; provided, that such modifications may not materially adversely affect the substantive rights of any Membership Interests or any other rights specifically granted to any Member(s) hereunder or under the other Governing Documents. The Board shall use commercially reasonable efforts to undertake any Conversion in such manner as would provide for no tax gain or loss to the Members and Assignees solely as a result of the ConversionSupermajority Approval. (c) In connection with a Conversion effected by the Board in accordance with this Section 8.1, each Member and Assignee hereby covenants and agrees to take any and all such actions and execute and deliver any and all such instruments and other documents as the Board may reasonably request in order to effect or evidence such Conversion, including executing a stockholders or similar agreement with respect to their equity interests in NewCo consistent with the control, transfer and other applicable provisions of this Agreement and the other Governing Documents applicable to such Members and Assignees, with such changes as permitted by Section 8.1(b). Without limiting the generality of the foregoing, no Member or Assignee shall have or be entitled to exercise any dissenters rights, appraisal rights or other similar rights in connection with such Conversion.

Conversion to Corporation. (a) Subject to receipt Upon the approval of (i) the Board, including the vote of a majority of the Preferred Super ApprovalDirectors and (ii) the Members holding a majority of the Preferred Shares, the Board shall have the power and authority to effect the conversion of the Company’s legal form from a limited liability company to a Delaware corporation or the merger of the Company with or into a new or previously previously-established but dormant Delaware corporation having no assets or liabilities, debts or other obligations of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization (such a conversion or merger is referred to as a “Conversion” and such Delaware corporation is referred to as “NewCo”); provided that (i) Preferred Super Approval shall not be required for a Conversion in connection with (and that is consummated immediately prior to) a Qualified IPO or any other transaction approved by a Preferred Majority in accordance with Section 6.4(c)(vi) and (ii) if requested by the holders of a majority of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 of the Voting Agreement (Drag-Along-Rights), in each case as applied to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of this Agreement and all of the parties’ rights and obligations hereunder with respect to their Units Shares and other Membership Interests Rights shall terminate. (b) Upon the consummation of a Conversion, the Units Shares held by each Member and Assignee shall be converted into or exchanged for a number of shares of NewCo’s Capital Securities with substantially equivalent relative preferences, economic interests and other rights and obligations of such converted or exchanged Units of the Company, in each case, as determined by the Board, acting equitably, reasonably and in good faith; provided that Class B Common Units shall be converted into the same class of common stock of NewCo that the Class A Common Units are converted, with the number of shares of common stock of NewCo based upon the relative value of the Class B Common Units to Class A Common Units as of the date of such Conversion, assuming the Company: (x) sold all of its assets for their fair market value (as a going concern), (y) paid its liabilities and (z) distributed the remaining proceeds of such sale in the same manner as a Deemed Liquidation Event. The Board shall, to the extent practicable, distribute the shares of NewCo in a manner designed to provide the Members and Assignees of the Company with stock or other equity securities in NewCo that are of comparable value to the Units those that they hold at the time of the conversion. Solely for purposes of example, (i) if there are outstanding Series B Preferred Units Shares in the Company on which no distributions have been paid, the Board could (but would not be required to) cause NewCo to issue shares of a series of its Series B preferred stock, with a comparable preference amount and similarly accrued but undeclared dividends, and (ii) with respect to any Common Units Shares that would not participate in a liquidation of the Company for an amount equal to its fair market value at the time of the Conversion, the Board could (but would not be required to) replace such Common Units shares with options to purchase shares of common stock with a comparable exercise price, or with shares of common stock, or even with no equity in NewCo, depending on its view of the facts and circumstances of the time. The Board’s determination of the class (and the terms thereof and rights associated therewith) and number of shares of NewCo Capital Securities that each Member and Assignee receives upon a Conversion shall be final and binding on the holders of Units Shares absent manifest arithmetic error. Each of the Members hereby agrees (for itself and its Assignees) that the terms and provisions of this Agreement and the other Governing Documents (including, without limitation, the preferential liquidation rights and voting rights of the Preferred Units) shall apply to NewCo and shall be incorporated into NewCo’s certificate of incorporation, by-laws or investor rights agreement, as the case may be, subject to any modifications reasonably deemed necessary or appropriate by the Board as a result of the Conversion to a corporate form; provided, that such modifications may not materially adversely affect the substantive rights of any Membership Interests or any other rights specifically granted to any Member(s) hereunder or under the other Governing Documents. The Board shall use commercially reasonable efforts to undertake any Conversion in such manner as would provide for no tax gain or loss to the Members and Assignees solely as a result of the Conversion. (c) In connection with a Conversion effected by the Board in accordance with this Section 8.1, each Member and Assignee hereby covenants and agrees to take any and all such actions action and execute and deliver any and all such instruments and other documents as the Board may reasonably request in order to effect or evidence such Conversion, including executing a stockholders or similar agreement with respect to their equity interests in NewCo consistent with the control, transfer and other applicable provisions of this Agreement and the other Governing Documents applicable to such Members and Assignees, with such changes as permitted by Section 8.1(b). Without limiting the generality of the foregoing, no Member or Assignee shall have or be entitled to exercise any dissenters dissenters’ rights, appraisal rights or other similar rights in connection with such Conversion.

Conversion to Corporation. (a) Subject At such time and in such manner as the Managing Member(s) shall determine to receipt of Preferred Super Approvalbe appropriate, the Board Managing Member(s) shall have be entitled to cause the power Company to be converted into and authority reconstituted as a corporation under the laws of the State of Delaware (the "Corporation"), whether by merger, transfer and/or contribution of assets and liabilities of the Company to effect the conversion Corporation in exchange for shares of capital stock of the Corporation (and distribution of such shares to the Members in liquidation of the Company’s legal form from ) or otherwise (a limited liability company to a Delaware corporation or the merger of the Company with or into a new or previously established but dormant Delaware corporation having no assets or liabilities"Conversion", debts or other obligations of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization (such a conversion or merger is referred to as a “Conversion” and such Delaware corporation is referred to as “NewCo”); provided that (i) Preferred Super Approval shall not be required for a Conversion in connection with (and that is consummated immediately prior to) a Qualified IPO or any other transaction approved by a Preferred Majority in accordance with Section 6.4(c)(vi) and (ii) if requested by the holders of a majority of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 of the Voting Agreement (Drag-Along-Rights), in each case as applied to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of this Agreement and all of the parties’ rights and obligations hereunder with respect to their Units and other Membership Interests shall terminate. (b) Upon the consummation of a Conversion, the Units held by each Member and Assignee shall be converted into or exchanged for a number of shares of NewCo’s Capital Securities with substantially equivalent relative preferences, economic interests and other rights and obligations of such converted or exchanged Units of the Company, in each case, as determined by the Board, acting equitably, reasonably and in good faith; provided that Class B Common Units shall be converted into the same class of common stock of NewCo that the Class A Common Units are converted, with the number of shares of common stock of NewCo based upon the relative value of the Class B Common Units to Class A Common Units as of the actual date of such ConversionConversion being referred to herein as the "Conversion Date"). As of the Conversion Date, assuming the Company: (x) sold all of its assets for their fair market value (as a going concern), (y) paid its liabilities and (z) distributed the remaining proceeds of such sale in the same manner as a Deemed Liquidation Event. The Board each Member shall, to the extent practicablehereinafter provided, distribute be entitled to receive a capital share ownership interest in, and if applicable phantom share grants by, the shares of NewCo in a manner designed to provide Corporation substantially equivalent, as reasonably determined by the Members and Assignees of the Company with stock or other equity securities in NewCo that are of comparable value Managing Member(s), to the Units that they hold at the time comprising his or its Membership Interest as of the conversion. Solely for purposes of example, (i) if there are outstanding Preferred Units in the Company on which no distributions have been paid, the Board could (but would not be required to) cause NewCo to issue shares of a series of preferred stock, with a comparable preference amount and similarly accrued but undeclared dividends, and (ii) with respect to any Common Units that would not participate in a liquidation of the Company for an amount equal to its fair market value at the time of the Conversion, the Board could (but would not be required to) replace such Common Units with options to purchase shares of common stock with a comparable exercise price, or with shares of common stock, or even with no equity in NewCo, depending on its view of the facts and circumstances of the time. The Board’s determination of the class (and the terms thereof and rights associated therewith) and number of shares of NewCo Capital Securities that each Member and Assignee receives upon a Conversion shall be final and binding on the holders of Units absent manifest arithmetic errorDate. Each of the Members hereby agrees (for itself to cooperate fully with such Conversion and its Assignees) that enter into one or more stockholders' agreements which shall reflect each of their respective rights and obligations as stockholders of the terms Corporation, which rights and provisions obligations shall be substantially equivalent to the respective rights and obligations of the Members under this Agreement Agreement, and with such changes taking account of the differences between the Company and the other Governing Documents (including, without limitation, Corporation and the preferential liquidation rights and voting rights of laws governing the Preferred Units) shall apply to NewCo and shall be incorporated into NewCo’s certificate of incorporation, by-laws or investor rights agreementsame, as the case may beManaging Member(s) shall reasonably determine (such agreements being hereinafter referred to as the "Stockholders' Agreement"). (b) In furtherance of the foregoing, upon a Conversion, Members shall be issued capital stock interests in the Corporation in accordance with the following: (i) Each Member shall be entitled to receive the following numbers of shares of common stock in the Corporation ("Common Stock"): (i) a number of shares of Common Stock equal to the number of Vested Basic Units allocated to such Member as of the Conversion Date (after giving effect to the provisions of Section 3.2 hereof); and (ii) a number of shares of Common Stock, subject to any modifications reasonably deemed necessary or appropriate by forfeiture in a manner consistent with the Board vesting requirements under this Agreement for Unvested Basic Units, equal to the number of Unvested Basic Units then allocated to such Member as a result of the Conversion Date. (ii) Each Member shall also be issued in respect of the sum of such Member's Unrecovered Capital plus the amount of all adjustments made to a corporate form; providedsuch Member's Capital Account pursuant to clause (i), that (ii) or (iii) of Section 3.5(b) hereof (such modifications may not materially adversely affect sum being called such Member's "Capital Amount"), preferred stock of the substantive rights Corporation with an aggregate redemption price and liquidation preference equal in the aggregate to such Capital Amount, and otherwise with such rights, preferences and privileges as in the reasonable judgment of any Membership Interests or any other rights specifically granted to any the Managing Member(s) hereunder or under the other Governing Documents. The Board shall use commercially reasonable efforts to undertake any Conversion be equitable in such manner as would provide for no tax gain or loss to the Members and Assignees solely as a result light of the Conversionrights, preferences and privileges to which Members are entitled under this Agreement in respect of their respective Capital Amounts. (c) In connection with Upon a Conversion effected by the Board in accordance with this Section 8.1Conversion, each Executive Member and Assignee hereby covenants and agrees shall be entitled to take any and all be granted in respect of the number of Units then allocated to him which were originally allocated to him as Contingent Units (even if such actions and execute and deliver any and all such instruments and other documents as Contingent Units shall have become Vested Units prior to the Board may reasonably request in order to effect or evidence such ConversionConversion Date) with an equal number of "phantom share units" of the Corporation, including executing a stockholders or similar agreement with respect to their equity interests in NewCo containing terms consistent with the controlprovisions of Exhibit A hereto ("Phantom Units"). Phantom Units which correspond to Contingent Units that, transfer as of the Conversion Date, have become Vested Units, if any, will be granted by the Corporation and other applicable provisions will be fully vested as of the Conversion Date. Phantom Units which correspond to Contingent Units which have not become Vested Units as of the Conversion Date will vest only at such time as those Contingent Units would have become Vested Units pursuant to the terms of this Agreement had the Company remained a limited liability company. Each Phantom Unit shall, upon the vesting thereof, entitle the grantee thereof to a non-transferable right to receive from the Corporation the following: (i) If, as and when a cash dividend or distribution shall be made to the holders of Common Stock, cash in an amount equal to the per share amount of such dividend or distribution. (ii) Upon the termination of the grantee's employment with the Corporation, or any other event which would entitle the grantee to have his Membership Interest purchased by the Company pursuant to this Agreement (a "Payment Event"), an amount (the "Redemption Amount") equal to the sum of (i) the fair market value per share of Common Stock on the date of issuance thereof (the "Base Value"), plus (ii) the applicable Phantom Unit Percentage (as hereinafter defined), multiplied by the amount, if any, by which the fair market value per share of Common Stock on the date of the Payment Event (the "Payment Event Value"), exceeds the Base Value; provided, however, that if the Base Value exceeds the Payment Event Value, then the Redemption Amount shall be equal to the Payment Event Value; in all cases as appropriately adjusted for stock splits, stock dividends and stock combinations affecting the Common Stock between the date of such issuance and the date of the Payment Event. The fair market value per share of Common Stock on the date in question shall be determined, on a fully diluted basis, treating as if they were issued and outstanding shares of Common Stock all share equivalents of each Phantom Unit and each other Governing Documents phantom share or stock appreciation right that may be granted by the Corporation (that is, reflecting the aggregate number of shares of Common Stock to or upon which each phantom share or stock appreciation right is equivalent or based). Such fair market value shall be determined in a manner consistent with the determination of Appraised Value in Section 5.4(c) hereof, unless the Common Stock is then publicly traded, in which event fair market value will be determined as the most recent closing market price per share of the Common Stock. The "Phantom Unit Percentage" applicable to a particular grantee shall be 108% (or 111% if such Members grantee is at the time of such payment a full time resident of the State of Georgia). Phantom Units shall be evidenced by written agreements between the Corporation and Assigneesthe grantee thereof consistent with the provisions of Section 6.1(b) and otherwise in form and substance reasonably required by the Corporation. (d) At any time after the Conversion Date, the Corporation shall have the right to convert or to issue in cancellation thereof for all or any portion of any Phantom Units granted by it, shares of Common Stock equal in number to the number of such Phantom Units to be so converted or so canceled. In the event that the conversion or issuance pursuant to this paragraph (d) results in income tax liability to such Executive Member to whom such shares shall be issued, the Corporation will offer to such Executive Member a loan in a principal amount equal to 50% of such tax liability, with the amount of such changes as tax liability being mutually determined by the accountants for the Corporation and the accountants for such Executive Member. Any such loan pursuant to this paragraph (d) shall bear interest at the lowest rate permitted by Section 8.1(b)the Code and the Regulations to avoid the imputation of interest, with all principal thereon being repayable on the earlier of (i) the third anniversary of its issuance and (ii) the termination of such Executive Member's employment with the Corporation, and with accrued interest to be payable quarterly. Without limiting The terms of such loan and of the generality notes and instruments evidencing the same shall provide for the grant to the Corporation of a first priority security interest in and pledge of the shares of capital stock of the Corporation issued to the holder of the shares in question as security for the loan, and shall otherwise be in form and substance reasonably required by the Corporation. (e) Notwithstanding the foregoing, no Member the Company may elect to have issued to any Executive Member(s) in respect of all or Assignee any portion (as the Company may determine) of the Contingent Units (or Vested Units which were originally Contingent hereto) allocated to such Executive Member(s), in lieu of Phantom Units, a number of shares of Common Stock equal to the number of such Contingent Units (or Vested Units which were originally Contingent Units) allocated to such Executive Member(s). Such shares of Common Stock shall be issued as of the Conversion Date in respect of such Contingent Units which theretofore shall have or become Vested Units, and shall be entitled issued in respect of such Contingent Units which are not vested as of the Conversion Date on such date(s) as the corresponding number of such Contingent Units would have become Vested Units pursuant to exercise any dissenters rightsthe terms of this Agreement had the Company remained a limited liability company. In the event that the issuance of shares of Common Stock after the Conversion Date in respect of Contingent Units which were not Vested Units as of the Conversion Date results in income tax liability to the Executive Member to whom such shares are issued, appraisal rights or other similar rights in connection with the provisions of paragraph (d) above regarding the availability of a loan to cover a part of such Conversiontax liability shall likewise be applicable.

Conversion to Corporation. (a) Subject At such time and in such manner as the Members shall determine to receipt of Preferred Super Approvalbe appropriate, the Board Members Committee by Unanimous Vote shall have be entitled to cause the power Company to be converted into and authority reconstituted as a corporation under the laws of the State of Delaware (the "Corporation"), whether by conversion pursuant to effect Delaware Act ss.18-214, merger, transfer and/or contribution of assets and liabilities of the conversion Company to the Corporation in exchange for shares of capital stock of the Corporation (and distribution of such shares to the Members in liquidation of the Company’s legal form from ) or otherwise (a limited liability company "Conversion", and the actual date of such Conversion being referred to a Delaware corporation or herein as the merger "Conversion Date"). As of the Company with or into a new or previously established but dormant Delaware corporation having no assets or liabilitiesConversion Date, debts or other obligations of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization (such a conversion or merger is referred each Member shall, to as a “Conversion” and such Delaware corporation is referred the extent hereinafter provided, be entitled to as “NewCo”); provided that receive: (i) Preferred Super Approval shall not be required for a capital share ownership interest in the Corporation substantially equivalent, as reasonably determined by the Managing Members, to the Units comprising its Membership Interest as of the Conversion in connection with (and that is consummated immediately prior to) a Qualified IPO or any other transaction approved by a Preferred Majority in accordance with Section 6.4(c)(vi) and Date; and (ii) if requested by the holders of a majority each Member shall also be issued in respect of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms sum of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 such Member's Unrecovered Capital preferred stock of the Voting Agreement (Drag-Along-Rights)Corporation with an aggregate redemption price and liquidation preference equal in the aggregate to such Unrecovered Capital, and otherwise with such rights, preferences and privileges as in each case as applied the reasonable judgment of the Managing Member(s) shall be equitable in light of the rights, preferences and privileges to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of Members are entitled under this Agreement and all in respect of the parties’ rights and obligations hereunder with respect to their Units and other Membership Interests shall terminaterespective Unrecovered Capital. (b) Upon the consummation of a Conversion, the Units held by each Member and Assignee shall be converted into or exchanged for a number of shares of NewCo’s Capital Securities with substantially equivalent relative preferences, economic interests and other rights and obligations of such converted or exchanged Units of the Company, in each case, as determined by the Board, acting equitably, reasonably and in good faith; provided that Class B Common Units shall be converted into the same class of common stock of NewCo that the Class A Common Units are converted, with the number of shares of common stock of NewCo based upon the relative value of the Class B Common Units to Class A Common Units as of the date of such Conversion, assuming the Company: (x) sold all of its assets for their fair market value (as a going concern), (y) paid its liabilities and (z) distributed the remaining proceeds of such sale in the same manner as a Deemed Liquidation Event. The Board shall, to the extent practicable, distribute the shares of NewCo in a manner designed to provide the Members and Assignees of the Company with stock or other equity securities in NewCo that are of comparable value to the Units that they hold at the time of the conversion. Solely for purposes of example, (i) if there are outstanding Preferred Units in the Company on which no distributions have been paid, the Board could (but would not be required to) cause NewCo to issue shares of a series of preferred stock, with a comparable preference amount and similarly accrued but undeclared dividends, and (ii) with respect to any Common Units that would not participate in a liquidation of the Company for an amount equal to its fair market value at the time of the Conversion, the Board could (but would not be required to) replace such Common Units with options to purchase shares of common stock with a comparable exercise price, or with shares of common stock, or even with no equity in NewCo, depending on its view of the facts and circumstances of the time. The Board’s determination of the class (and the terms thereof and rights associated therewith) and number of shares of NewCo Capital Securities that each Member and Assignee receives upon a Conversion shall be final and binding on the holders of Units absent manifest arithmetic error. Each of the Members hereby agrees (for itself to cooperate fully with such Conversion and its Assignees) that enter into one or more stockholders' agreements which shall reflect each of their respective rights and obligations as stockholders of the terms Corporation, which rights and provisions obligations shall be substantially equivalent to the respective rights and obligations of the Members under this Agreement Agreement, and with such changes taking account of the differences between the Company and the other Governing Documents (including, without limitation, Corporation and the preferential liquidation rights and voting rights of laws governing the Preferred Units) shall apply to NewCo and shall be incorporated into NewCo’s certificate of incorporation, by-laws or investor rights agreementsame, as the case may be, subject to any modifications reasonably deemed necessary or appropriate by the Board as a result of the Conversion to a corporate form; provided, that such modifications may not materially adversely affect the substantive rights of any Membership Interests or any other rights specifically granted to any Managing Member(s) hereunder or under the other Governing Documents. The Board shall use commercially reasonable efforts to undertake any Conversion in such manner as would provide for no tax gain or loss to the Members and Assignees solely as a result of the Conversionreasonably determine. (c) In connection with a Conversion effected by the Board in accordance with this Section 8.1, each Member and Assignee hereby covenants and agrees to take any and all such actions and execute and deliver any and all such instruments and other documents as the Board may reasonably request in order to effect or evidence such Conversion, including executing a stockholders or similar agreement with respect to their equity interests in NewCo consistent with the control, transfer and other applicable provisions of this Agreement and the other Governing Documents applicable to such Members and Assignees, with such changes as permitted by Section 8.1(b). Without limiting the generality of the foregoing, no Member or Assignee shall have or be entitled to exercise any dissenters rights, appraisal rights or other similar rights in connection with such Conversion.

Conversion to Corporation. (a) Subject to receipt the provisions of Preferred Super ApprovalSection 6.3(b)(ii)(O), the Board shall have the power and authority at any time to effect the conversion of the Company’s legal 's business form from a limited liability company to a Delaware corporation or the merger of the Company with or into a new or previously previously-established but dormant Delaware corporation having no assets or liabilities, debts or other obligations of any kind whatsoever other than those that are de minimis in amount and that are associated with its formation and initial capitalization (such a conversion or merger is referred to as a “"Conversion” " and such Delaware corporation is referred to as “NewCo”"Newco"); provided that (i) Preferred Super Approval shall not be required for a Conversion in connection with (and that is consummated immediately prior to) a Qualified IPO or any other transaction approved by a Preferred Majority in accordance with Section 6.4(c)(vi) and (ii) if requested by the holders of a majority of the Preferred Units then-outstanding, the Company and all Members and Assignees shall agree to enter into a separate written agreement incorporating the terms of (A) Section 6.1 (Management by Board of Directors) and (B) Section 3 of the Voting Agreement (Drag-Along-Rights), in each case as applied to NewCo and the shares of stock they hold in NewCo, which agreement and rights shall terminate upon the earlier of a Qualified IPO or Deemed Liquidation Event. Upon any such Conversion, the terms of this Agreement and all of the parties’ parties rights and obligations hereunder with respect to their Units Shares and other Membership Interests Rights shall terminatecontinue in effect, mutatis mutandis, with respect to the Newco Capital Securities issued on account of the Shares as provided in this Section 10.1, including, without limitation, the provisions of Articles VIII and IX hereof; provided, however, that the terms of this Agreement shall no longer apply to such Newco Capital Securities upon the consummation of a Public Offering of Newco Capital Securities. A legend referencing the rights and obligations hereunder shall be placed on all certificates evidencing Newco Capital Securities upon the issuance thereof (except to the extent they are issued in connection with a Public Offering). (b) Upon the consummation of a Conversion, the Units Shares held by each Member and Assignee holder thereof shall thereupon be converted into into, or exchanged for for, a number of shares of NewCo’s Newco's Capital Securities with substantially equivalent relative preferences, containing the economic interests and other terms and rights and obligations relative to each other holder of such converted or exchanged Units of Shares as the Company, Board shall determine to be as nearly as practicable in each case, as determined by the Board, acting equitably, reasonably and in good faith; provided that Class B Common Units shall be converted into all material respects the same class of common stock of NewCo that the Class A Common Units are converted, with the number of shares of common stock of NewCo based upon the relative value of the Class B Common Units to Class A Common Units as of the date of such Conversion, assuming the Company: (x) sold all of its assets for their fair market value (holder's Shares as a going concern), (y) paid its liabilities and (z) distributed the remaining proceeds of such sale in the same manner as a Deemed Liquidation Event. The Board shall, to the extent practicable, distribute the shares of NewCo in a manner designed to provide the Members and Assignees of the Company with stock or other equity securities in NewCo that are of comparable value to the Units that they hold at the time of the conversion. Solely for purposes of example, (i) if there are outstanding Preferred Units in the Company on which no distributions have been paid, the Board could (but would not be required to) cause NewCo to issue shares of a series of preferred stock, with a comparable preference amount and similarly accrued but undeclared dividends, and (ii) with respect to any Common Units that would not participate in a liquidation of the Company for an amount equal to its fair market value at the time of the Conversion, the Board could (but would not be required to) replace such Common Units with options to purchase shares of common stock with a comparable exercise price, or with shares of common stock, or even with no equity in NewCo, depending on its view of the facts and circumstances of the timeprovided herein. The Board’s 's determination of the class (and the terms thereof and rights associated therewith) and number of shares of NewCo Newco Capital Securities that each Member and Assignee receives upon a Conversion shall be final and binding on the holders of Units Shares absent manifest arithmetic error. Each of the Members hereby agrees (for itself and its Assignees) that the terms and provisions of this Agreement and the other Governing Documents (including, without limitation, the preferential liquidation rights and voting rights of the Preferred Units) shall apply to NewCo and shall be incorporated into NewCo’s certificate of incorporation, by-laws or investor rights agreement, as the case may be, subject to any modifications reasonably deemed necessary or appropriate by the Board as a result of the Conversion to a corporate form; provided, that such modifications may not materially adversely affect the substantive rights of any Membership Interests or any other rights specifically granted to any Member(s) hereunder or under the other Governing Documents. The Board shall use commercially reasonable efforts to undertake any Conversion in such manner as would provide for no tax gain or loss to the Members and Assignees solely as a result of the Conversion. (c) In connection with a Conversion effected by the Board in accordance with this Section 8.1Board, each Member and Assignee hereby covenants and agrees to take any and all such actions action and execute and deliver any and all such instruments and other documents as the Board may reasonably request in order to effect or evidence such Conversion, including executing a stockholders or similar agreement with respect to their equity interests in NewCo consistent with the control, transfer and other applicable provisions of this Agreement and the other Governing Documents applicable to such Members and Assignees, with such changes as permitted by Section 8.1(b). Without limiting the generality of the foregoing, no Member or Assignee shall have or be entitled to exercise any dissenters rights, appraisal rights or other similar rights in connection with such Conversion.