Common use of Elective Exchanges Clause in Contracts

Elective Exchanges. (i) Each Member shall be entitled, upon the terms and subject to the conditions hereof and the LLC Agreement, to surrender Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) to Pubco in exchange for the delivery to such Member (or its designee) of either, at the option of Pubco, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) the applicable Cash Payment. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), a Member may Exchange Common Units at any time and from time to time, but a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any Member shall be the lesser of (A) 10,000 and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and Pubco shall have the right to refuse to honor any request for such an Exchange, if at any time Pubco determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with Pubco or any of its Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, Pubco shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Member shall exercise its right to effectuate an Exchange of Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to Pubco and the Company during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by such Member, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class B Common Stock and (D) if Pubco or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. An Exchange pursuant to this Section 2.1(a) shall be effected on the second Business Day following the Business Day on which Pubco shall have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless Pubco has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which Pubco has received the Exchange Notice, Pubco shall give written notice (the “Contribution Notice”) to the exchanging Member of its intended settlement method; provided that if Pubco does not timely deliver a Contribution Notice, Pubco shall be deemed to have not elected the Cash Payment method. (v) A Member may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. (vi) Notwithstanding anything to the contrary herein, the settlement method with respect to an Exchange by the Company pursuant to Section 7.1 of the LLC Agreement shall be the applicable Cash Payment.

Elective Exchanges. (i) Each From and after the First Exchange Time, the Member shall be entitled, upon the terms and subject to the conditions hereof and the LLC Agreement, to surrender Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) to Pubco the Company in exchange for the delivery to such the Member (or its designee) of either, at the option of Pubcothe Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. The Corporation shall be entitled, at its election, to instead effect a direct exchange with the Member in lieu of the exchange between the Company and the Member described in the preceding sentence. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), a after the First Exchange Time the Member may Exchange Common Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, but neither the Corporation nor the Company shall effectuate a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco Cash Payment pursuant to this Section 2.1(a) or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if anySection 2.1(b) that may be exchanged by any Member shall be the lesser of unless (A) 10,000 the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) all the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the Exchangeable Units applicable Cash Payment. For the avoidance of doubt, the Company (and corresponding number or the Corporation) shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation (or the cash retained by the Corporation, in the case of shares a direct exchange) from the Corporation’s offering or sales of Class B A Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is referenced earlier in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreementthis Section 2.1(a)(i). (ii) Notwithstanding anything to the contrary contained herein, no the Member shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and Pubco the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time Pubco the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), ) or (2) would not be permitted under any agreement with Pubco the Corporation, the Company or any of its their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, Pubco the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determinationMember, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A The Member shall exercise its right to effectuate an Exchange of Exchangeable Units Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any)Rate, as set forth in this Section 2.1(a) by delivering to Pubco and the Company Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by such the Member, (B) any certificates in such the Member’s possession representing such Exchangeable Units, (C) any stock certificates in such the Member’s possession representing such shares of Class B Common Stock and (D) if Pubco the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such the Member that it is unable to provide such certification. An Unless the Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the second fifth Business Day following the Business Day on which Pubco shall the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a the Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless Pubco the Corporation has elected Cash Payment, such the Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which Pubco has the Corporation and the Company have received the Exchange Notice, Pubco the Corporation shall give written notice (the “Contribution Notice”) to the exchanging Member Company (with a copy to the Member) of its intended settlement method; provided that if Pubco the Corporation does not timely deliver a Contribution Notice, Pubco the Corporation shall be deemed to have not elected the Cash Payment method. (v) A The Member may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary hereincontrary, the settlement method with respect Member may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to an 5:00 p.m. Folsom, California time, on the Business Day immediately prior to the Exchange Date by giving written notice (a “Retraction Notice”) to the Company pursuant (with a copy to Section 7.1 the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the LLC Agreement shall be Exchange Rate), (B) the applicable Cash Paymentnumber of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in effect, if any, and (C) if the Member so determines, a new Exchange Date or any other new or revised information permitted in the Exchange Notice.

Elective Exchanges. (iA) Each Member shall be entitledSubject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of the LLC Partnership Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Class C Holder Restriction) to surrender Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account in at least the Exchange Rate Minimum Exchangeable Amount (in each case, free and clear of all Liensliens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement, the Policies and the Partnership Agreement) to Pubco in exchange for the delivery Partnership and to such Member thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) of either, at the option of Pubco, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or Consideration as set forth herein (y) the applicable Cash Payment. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Elective Exchange”).” Subject to Section 2.1(a)(ii), a Member may Exchange Common Units at any time and from time to time, but a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any Member shall be the lesser of (A) 10,000 and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and Pubco shall have the right to refuse to honor any request for such an Exchange, if at any time Pubco determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with Pubco or any of its Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, Pubco shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Member Partnership Unitholder shall exercise its right to effectuate an Elective Exchange of Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to Pubco and the Company Partnership, with a contemporaneous copy delivered to the Company, in each case during normal business hourshours at the principal executive offices of the Partnership and the Company, (A) respectively, a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B A hereto (an “Elective Exchange Notice”), duly executed by such Member, (B) any certificates in such Member’s possession representing such Exchangeable Units, Partnership Unitholder. (C) any stock certificates in such Member’s possession representing such shares of Class B Common Stock and (D) if Pubco or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. An Exchange pursuant to this Section 2.1(a) shall be effected on the second Business Day following the Business Day on which Pubco shall have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless Pubco has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which Pubco has received the Exchange Notice, Pubco shall give written notice (the “Contribution Notice”) to the exchanging Member of its intended settlement method; provided that if Pubco does not timely deliver a Contribution Notice, Pubco shall be deemed to have not elected the Cash Payment method. (v) A Member Partnership Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change block trade, change of Control control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (viD) After the Elective Exchange Notice has been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Partnership has refused to honor the request in full pursuant to Section 2.1(b)(i), the Partnership will effect the Elective Exchange in accordance with the Policies and inform the Partnership Unitholder of the effective date of such Elective Exchange (the “Elective Exchange Date”). (E) Notwithstanding anything herein to the contrary hereincontrary, if a Retraction Event occurs after the settlement method delivery of an Elective Exchange Notice and prior to 5:00 p.m., New York City time, on the Business Day immediately prior to the applicable Elective Exchange Date (the “Retraction Deadline”), a Partnership Unitholder may withdraw or amend its Elective Exchange Notice, in whole or in part, by giving written notice at any time prior to the Retraction Deadline (a “Retraction Notice”) to the Partnership (with respect a copy to the Company) specifying (A) the number of withdrawn Exchangeable Units and (B) the number of Exchangeable Units as to which the Elective Exchange Notice remains in effect. The timely delivery of a Retraction Notice indicating an Exchange by the Company pursuant to Section 7.1 entire withdrawal of the LLC Agreement Elective Exchange Notice shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be the applicable Cash Paymentdeemed rescinded.

Elective Exchanges. (i) Each Member At any time following the expiration of the Lock-Up Period (and subject at all times to the Beneficial Ownership Limitation), a Holder shall be entitled, upon the terms and subject to the conditions hereof and the LLC Agreement, to surrender any Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) (in each case, free and clear of all Liens) to the Company in exchange for the delivery to a Holder (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment; provided that PMC shall not be subject to the Lock-Up Period, and at any time PMC holds Exchangeable Units shall be entitled, upon the terms and conditions hereof and the LLC Agreement, to surrender any Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) to Pubco the Company in exchange for the delivery to such Member a Holder (or its designee) of either, at the option of Pubcothe Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. The Corporation shall be entitled, at its election, to instead effect a direct exchange with a Holder in lieu of the exchange between the Company and a Holder described in the preceding sentence. Any exchange of Exchangeable Units and and/or Class B Common Stock Stock, as applicable, for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the date hereof a Member Holder may Exchange Exchangeable Units and/or Class B Common Units Stock at any time and from time to time. Notwithstanding anything to the contrary herein, but neither the Corporation nor the Company shall effectuate a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco Cash Payment pursuant to this Section 2.1(a) or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if anySection 2.1(b) that may be exchanged by any Member shall be the lesser of unless (A) 10,000 the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) all the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreementapplicable Cash Payment. (ii) Notwithstanding anything to the contrary contained herein, no Member a Holder shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and Pubco the Corporation and the Company shall have the right to refuse to honor any request for such an Exchange, if at any time Pubco the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), ) or (2) would not be permitted under any agreement with Pubco the Corporation, the Company or any of its their Subsidiaries to which the applicable Member a Holder is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, Pubco the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determinationapplicable Holder, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Member Each Holder shall exercise its right to effectuate an Exchange of Exchangeable Units Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any)Rate, as set forth in this Section 2.1(a) by delivering to Pubco and the Company Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by such MemberHolder, (B) any certificates in such Memberthe Holder’s possession representing such Exchangeable Units, (C) any stock certificates in such Memberthe Holder’s possession representing such shares of Class B Common Stock Stock, and (D) if Pubco the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member the Holder that it is unable to provide such certification. An Unless the applicable Holder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the second fifth Business Day following the Business Day on which Pubco shall the Corporation and the Company have received the items specified in clauses (A)-(DA)-(C) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member the Holder of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member Holder as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless Pubco the Corporation has elected Cash Payment, such Member the Holder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member Holder in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which Pubco has the Corporation and the Company have received the Exchange Notice, Pubco the Corporation shall give written notice (the “Contribution Notice”) to the exchanging Member Company (with a copy to the Holder) of its intended settlement method; provided that if Pubco the Corporation does not timely deliver a Contribution Notice, Pubco the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Member The Holder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, a Change of Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary hereincontrary, the settlement method with respect Holder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to an 5:00 p.m. Eastern Standard Time, on the Business Day immediately prior to the Exchange Date by giving written notice (a “Retraction Notice”) to the Company pursuant (with a copy to Section 7.1 the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the LLC Agreement shall be Exchange Rate), (B) the applicable Cash Paymentnumber of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the exchange rate) as to which the Exchange Notice remains in effect, if any, and (C) if the Holder so determines, a new Exchange Date or any other new or revised information permitted in the Exchange Notice.

Elective Exchanges. (i) Each Member SMBC shall be entitled, upon the terms and subject to the conditions hereof and the LLC Agreementhereof, to surrender Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account to the Exchange Rate (in each case, free and clear of all Liens) to Pubco Company in exchange for the delivery to such Member SMBC (or its designeea Permitted Transferee designee of SMBC) of either, at the option of Pubco, (x) a number of shares of Class A Common Non-Voting Preferred Stock that is equal to the product of (x) the applicable Net Exchanged Unit Amount number of shares of Common Stock surrendered multiplied by the Exchange Rate or (y) the applicable Cash PaymentExchange Rate. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Non-Voting Preferred Stock or the Cash Payment, as applicable, pursuant hereto is defined herein as an “Exchange.” ”. Subject to Section 2.1(a)(ii), for a Member period beginning on the date hereof and ending on the earliest of (x) the eighteen-month anniversary of the date of the filing of the Amended and Restated Charter with New York Department of State (or such later date as may be reasonably agreed by the Company in good faith to enable SMBC and its Affiliates to obtain an Economic Ownership Percentage (in the aggregate) of fifteen percent (15%)), (y) the MOU Termination Date and (z) the date on which 55,125 shares of Non-Voting Preferred Stock (or such other amount as mutually agreed by the Parties) shall have been issued pursuant hereto, SMBC may effect an Exchange Common Units at any time and from time to timetime (regardless of whether such shares of Common Stock were acquired prior to, but on or after the date hereof) with respect to a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange RateStock, if anyfor each Exchange, that is not less than one-half percent (0.5%) that may be exchanged by any Member shall be the lesser of (A) 10,000 and (B) all of the Exchangeable Units (and corresponding then-outstanding number of shares of Class B Common Stock after taking into account (on a fully diluted basis) and in multiples of 500 shares of the Common Stock (as adjusted pro rata for any changes in the Exchange Rate, if any) then held by such Member and its Affiliates, except ; provided that such minimum in no event shall not apply if such Exchange is in connection with the exercise fractions of any incidental registration rights shares of Non-Voting Preferred Stock be issuable pursuant to the Registration Rights Agreementthis Section 2.1(a)). (ii) Notwithstanding anything herein to the contrary contained hereincontrary, no Member SMBC shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in pursuant to this Section 2.1(a), and Pubco the Company shall have the right to refuse to honor any request for such an Exchange, if at any such time Pubco the Company determines based on the advice of counsel that such Exchange (1) would be inconsistent with or prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with Pubco or any of its Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case Law. Following receipt of an Exchange requested by an officer, director or other personnel of PubcoNotice, the Company shall promptly notify SMBC upon becoming aware of the occurrence of any facts, events, circumstances or any of their Subsidiariesdevelopments that would, or would not reasonably be permitted under any written policy of Pubcoexpected to, result in the Company or any of their Subsidiaries related to restrictions on trading Exchange contemplated by such officers, directors Exchange Notice being inconsistent with or other personnel. Upon such determination, Pubco shall notify the Member requesting the Exchange of such determinationprohibited by any Law, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honoredsuch facts, events, circumstances or developments. (iii) A Member SMBC shall exercise its right to effectuate an Exchange of Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any), as set forth in pursuant to this Section 2.1(a) by delivering to Pubco and the Company during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units Common Stock to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by such MemberSMBC (delivery of which may be via email), (B) any certificates in such MemberSMBC’s possession representing such Exchangeable Units, Common Stock (if any) and (C) any stock certificates $1.50 per share of Common Stock exchanged in such Member’s possession representing Exchange (any such shares amount to be payable not later than one (1) Business Day following the date of Class B Common Stock and (D) if Pubco or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(bsuch Exchange), such certification or written notice from such Member that it is unable to provide such certification. An Exchange pursuant to this Section 2.1(a) shall be effected on the second (2nd) Business Day following the Business Day on which Pubco the Company shall have received the items specified in clauses (A)-(DA) through (B) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member SMBC as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange be so exchanged shall cease, cease and unless Pubco has elected Cash Payment, such Member SMBC (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Non-Voting Preferred Stock to be received by the exchanging Member SMBC in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which Pubco has received the Exchange Notice, Pubco shall give written notice (the “Contribution Notice”) to the exchanging Member of its intended settlement method; provided that if Pubco does not timely deliver a Contribution Notice, Pubco shall be deemed to have not elected the Cash Payment method. (v) A Member may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. (vi) Notwithstanding anything to the contrary herein, the settlement method with respect to an Exchange by the Company pursuant to Section 7.1 of the LLC Agreement shall be the applicable Cash Payment.

Elective Exchanges. (i) Each From and after the First Exchange Time, the Member shall be entitled, upon the terms and subject to the conditions hereof and the LLC Agreement, to surrender Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) to Pubco the Corporation in exchange for the delivery to such the Member (or its designee) of either, at the option of Pubcothe Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), a after the First Exchange Time the Member may Exchange Common Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, but neither the Corporation nor the Company shall effectuate a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco Cash Payment pursuant to this Section 2.1(a) or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if anyb)Section 2.1(b) that may be exchanged by any Member shall be the lesser of unless (A) 10,000 the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) all the Corporation contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the Exchangeable Units (and corresponding number applicable Cash Payment. For the avoidance of shares doubt, the Company shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation from the Corporation’s offering or sales of Class B A Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is referenced earlier in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreementthis Section 2.1(a)(i). (ii) Notwithstanding anything to the contrary contained herein, no the Member shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and Pubco the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time Pubco the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), ) or (2) would not be permitted under any agreement with Pubco the Corporation, the Company or any of its their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, Pubco the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determinationMember, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A The Member shall exercise its right to effectuate an Exchange of Exchangeable Units Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any)Rate, as set forth in this Section 2.1(a) by delivering to Pubco and the Company Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by such the Member, (B) any certificates in such the Member’s possession representing such Exchangeable Units, (C) any stock certificates in such the Member’s possession representing such shares of Class B Common Stock and (D) if Pubco the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such the Member that it is unable to provide such certification. An Unless the Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the second fifth Business Day following the Business Day on which Pubco shall the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a the Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless Pubco the Corporation has elected Cash Payment, such the Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which Pubco has the Corporation and the Company have received the Exchange Notice, Pubco the Corporation shall give written notice (the “Contribution Notice”) to the exchanging Member Company (with a copy to the Member) of its intended settlement method; provided that if Pubco the Corporation does not timely deliver a Contribution Notice, Pubco the Corporation shall be deemed to have not elected the Cash Payment method. (v) A The Member may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary hereincontrary, the settlement method with respect Member may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to an 5:00 p.m. San Diego, California time, on the Business Day immediately prior to the Exchange Date by giving written notice (a “Retraction Notice”) to the Company pursuant (with a copy to Section 7.1 the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the LLC Agreement shall be Exchange Rate), (B) the applicable Cash Paymentnumber of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in effect, if any, and (C) if the Member so determines, a new Exchange Date or any other new or revised information permitted in the Exchange Notice.

Elective Exchanges. (i) Each Member From and after the First Exchange Time, a Holder shall be entitled, upon the terms and subject to the conditions hereof and the LLC Agreement, to surrender Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) to Pubco the Company in exchange for the delivery to such Member a Holder (or its designee) of either, at the option of Pubcothe Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. The Corporation shall be entitled, at its election, to instead effect a direct exchange with a Holder in lieu of the exchange between the Company and a Holder described in the preceding sentence. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member Holder may Exchange Common Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, but neither the Corporation nor the Company shall effectuate a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco Cash Payment pursuant to this Section 2.1(a) or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if anySection 2.1(b) that may be exchanged by any Member shall be the lesser of unless (A) 10,000 the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) all the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the Exchangeable Units applicable Cash Payment. For the avoidance of doubt, the Company (and corresponding number or the Corporation) shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation (or the cash retained by the Corporation, in the case of shares a direct exchange) from the Corporation’s offering or sales of Class B A Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is referenced earlier in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreementthis Section 2.1(a)(i). (ii) Notwithstanding anything to the contrary contained herein, no Member a Holder shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and Pubco the Corporation and the Company shall have the right to refuse to honor any request for such an Exchange, if at any time Pubco the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), ) or (2) would not be permitted under any agreement with Pubco the Corporation, the Company or any of its their Subsidiaries to which the applicable Member a Holder is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, Pubco the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determinationapplicable Holder, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Member Each Holder shall exercise its right to effectuate an Exchange of Exchangeable Units Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any)Rate, as set forth in this Section 2.1(a) by delivering to Pubco and the Company Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by such MemberHolder, (B) any certificates in such Memberthe Holder’s possession representing such Exchangeable Units, (C) any stock certificates in such Memberthe Holder’s possession representing such shares of Class B Common Stock and (D) if Pubco the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member the Holder that it is unable to provide such certification. An Unless the applicable Holder timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the second fifth Business Day following the Business Day on which Pubco shall the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member the Holder of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member Holder as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless Pubco the Corporation has elected Cash Payment, such Member the Holder (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member Holder in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which Pubco has the Corporation and the Company have received the Exchange Notice, Pubco the Corporation shall give written notice (the “Contribution Notice”) to the exchanging Member Company (with a copy to the Holder) of its intended settlement method; provided that if Pubco the Corporation does not timely deliver a Contribution Notice, Pubco the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Member The Holder may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, a Change of Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary hereincontrary, the settlement method with respect Holder may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to an 5:00 p.m. Eastern Standard Time, on the Business Day immediately prior to the Exchange Date by giving written notice (a “Retraction Notice”) to the Company pursuant (with a copy to Section 7.1 the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the LLC Agreement shall be Exchange Rate), (B) the applicable Cash Paymentnumber of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in effect, if any, and (C) if the Holder so determines, a new Exchange Date or any other new or revised information permitted in the Exchange Notice.

Elective Exchanges. (i) Each From and after the First Exchange Time, each Member shall be entitled, upon the terms and subject to the conditions hereof and the LLC Agreement, to surrender Exchangeable Units and and, if such Member also holds Class V Common Stock, a corresponding number of shares of Class B V Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) to Pubco the Company in exchange for the delivery to such Member (or its designee) of either, at the option of Pubcothe Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment; provided, however, that the Corporation’s election to effect a Cash Payment shall be approved by a majority of the Disinterested Directors or a committee of Disinterested Directors. The Corporation shall be entitled, at its election to instead effect a direct exchange with such Member in lieu of the exchange between the Company and the Member described in the preceding sentence. Any exchange of Exchangeable Units and and, if applicable, Class B V Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member may Exchange Common Exchangeable Units at any time and from time to time. Notwithstanding anything to the contrary herein, but neither the Corporation nor the Company shall effectuate a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco Cash Payment pursuant to this Section 2.1(a) or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if anySection 2.1(b) that may be exchanged by any Member shall be the lesser of unless (A) 10,000 the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) all the Corporation contributes sufficient proceeds from such private sale or public offering to the Company (or the Corporation retains sufficient proceeds, in the case of a direct exchange) for payment by the Company (or the Corporation) of the Exchangeable Units applicable Cash Payment. For the avoidance of doubt, the Company (and corresponding number or the Corporation) shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation (or the cash retained by the Corporation, in the case of shares a direct exchange) from the Corporation’s offering or sales of Class B A Common Stock after taking into account the Exchange Rate, if any) then held by such Member and its Affiliates, except that such minimum shall not apply if such Exchange is referenced earlier in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreementthis Section 2.1(a)(i). (ii) Notwithstanding anything to the contrary contained herein, no Member shall be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B V Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and Pubco the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time Pubco the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), (2) would not be permitted under any agreement with Pubco the Corporation, the Company or any of its their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), or (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubcothe Corporation, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubcothe Corporation, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, Pubco the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determination, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A Member shall exercise its right to effectuate an Exchange of Exchangeable Units Units, and a corresponding number of shares of Class B V Common Stock after taking into account the Exchange Rate (if any), as set forth in this Section 2.1(a) by delivering to Pubco and the Company Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B A hereto (an “Exchange Notice”), duly executed by such Member, (B) any certificates in such Member’s possession representing such Exchangeable Units, (C) any stock certificates in such Member’s possession representing such shares of Class B V Common Stock and (D) if Pubco the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such Member that it is unable to provide such certification. An Unless such Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the second fifth Business Day following the Business Day on which Pubco shall the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco the Corporation and the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B V Common Stock that are subject to the Exchange shall cease, and unless Pubco the Corporation has elected Cash Payment, such Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which Pubco has the Corporation and the Company have received the Exchange Notice, Pubco the Corporation shall give written notice (the “Contribution Notice”) to the Company (with a copy to the exchanging Member Member) of its intended settlement method; provided that if Pubco the Corporation does not timely deliver a Contribution Notice, Pubco the Corporation shall be deemed to have not elected the Cash Payment method. (v) A Member may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary hereincontrary, a Member may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to 5:00 p.m. Coral Gables, Florida time, on the settlement method with respect Business Day immediately prior to an the Exchange Date by giving written notice (a “Retraction Notice”) to the Company pursuant (with a copy to Section 7.1 the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class V Common Stock after taking into account the LLC Agreement shall be Exchange Rate), (B) the applicable Cash Paymentnumber of Exchangeable Units (and corresponding number of shares of Class V Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in effect, if any, and (C) if the Member so determines, a new Exchange Date or any other new or revised information permitted in the Exchange Notice.

Elective Exchanges. (i) Each From and after the First Exchange Time, the Member shall be entitled, upon the terms and subject to the conditions hereof and the LLC Agreement, to surrender Exchangeable Units and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) to Pubco the Corporation in exchange for the delivery to such the Member (or its designee) of either, at the option of Pubcothe Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Net Exchanged Unit Amount multiplied by the Exchange Rate or (y) solely in connection with an Exchange (including a Change of Control Exchange) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), a after the First Exchange Time the Member may Exchange Common Exchangeable Units at any time and from time to time, but a Member may not Exchange Common Units more than once per fiscal quarter without the prior consent of Pubco or the Manager. The minimum number of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be exchanged by any the Member shall be the lesser of (A) 10,000 [●] Common Units and (B) all of the Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) then held by such the Member and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the Registration Rights Agreement. Notwithstanding anything to the contrary herein, neither the Corporation nor the Company shall effectuate a Cash Payment pursuant to this Section 2.1(a) or Section 2.1(b) unless (A) the Corporation determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Exchange Date and (B) the Corporation contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Payment. For the avoidance of doubt, the Company shall have no obligation to make a Cash Payment that exceeds the cash contributed to the Company by the Corporation from the Corporation’s offering or sales of Class A Common Stock referenced earlier in this Section 2.1(a)(i). (ii) Notwithstanding anything to the contrary contained herein, no the Member shall not be entitled to effectuate an Exchange of Exchangeable Units (and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) as set forth in this Section 2.1(a), and Pubco the Corporation and Company shall have the right to refuse to honor any request for such an Exchange, if at any time Pubco the Corporation or the Company determines based on the advice of counsel that such Exchange (1) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act, or an exemption from the registration requirements thereof), ) or (2) would not be permitted under any agreement with Pubco the Corporation, the Company or any of its their Subsidiaries to which the applicable Member is party (including, without limitation, the LLC Agreement), (3) would result in a negative adjustment from the Exchange under Section 743(b) of the Code with respect to the Company, or (4) solely in the case of an Exchange requested by an officer, director or other personnel of Pubco, the Company or any of their Subsidiaries, would not be permitted under any written policy of Pubco, the Company or any of their Subsidiaries related to restrictions on trading by such officers, directors or other personnel. Upon such determination, Pubco the Corporation or the Company (as applicable) shall notify the Member requesting the Exchange of such determinationMember, which such notice shall include an explanation in reasonable detail as to the reason that the Exchange has not been honored. (iii) A The Member shall exercise its right to effectuate an Exchange of Exchangeable Units Units, and a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (if any)Rate, as set forth in this Section 2.1(a) by delivering to Pubco and the Company Company, with a contemporaneous copy delivered to the Corporation, during normal business hours, (A) a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit B hereto (an “Exchange Notice”), duly executed by such the Member, (B) any certificates in such the Member’s possession representing such Exchangeable Units, (C) any stock certificates in such the Member’s possession representing such shares of Class B Common Stock and (D) if Pubco the Corporation, the Company or any exchanging Subsidiary requires the delivery of the certification contemplated by Section 2.4(b), such certification or written notice from such the Member that it is unable to provide such certification. An Unless the Member timely has delivered a Retraction Notice pursuant to Section 2.1(a)(vi), an Exchange pursuant to this Section 2.1(a) shall be effected on the second fifth Business Day following the Business Day on which Pubco shall the Corporation and the Company have received the items specified in clauses (A)-(D) of the first sentence of this Section 2.1(a)(iii) or such later date that is a Business Day specified in the Exchange Notice (such Business Day, the “Exchange Date”); provided, that Pubco the Company may establish alternate exchange procedures as necessary in order to facilitate the establishment by a the Member of a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. On the Exchange Date, all rights of the exchanging Member as a holder of the Exchangeable Units and shares of Class B Common Stock that are subject to the Exchange shall cease, and unless Pubco the Corporation has elected Cash Payment, such the Member (or its designee) shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the exchanging Member in respect of such Exchange. (iv) Within two (2) Business Days following the Business Day on which Pubco has the Corporation and the Company have received the Exchange Notice, Pubco the Corporation shall give written notice (the “Contribution Notice”) to the exchanging Member Company (with a copy to the Member) of its intended settlement method; provided that if Pubco the Corporation does not timely deliver a Contribution Notice, Pubco the Corporation shall be deemed to have not elected the Cash Payment method. (v) A The Member may specify, in an applicable Exchange Notice, that the Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, Change of Control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. (vi) Notwithstanding anything herein to the contrary hereincontrary, the settlement method with respect Member may withdraw or amend its Exchange Notice, in whole or in part, at any time prior to an 5:00 p.m. San Diego, California time, on the Business Day immediately prior to the Exchange Date by giving written notice (a “Retraction Notice”) to the Company pursuant (with a copy to Section 7.1 the Corporation) specifying (A) the number of withdrawn Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the LLC Agreement shall be Exchange Rate), (B) the applicable Cash Paymentnumber of Exchangeable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate) as to which the Exchange Notice remains in effect, if any, and (C) if the Member so determines, a new Exchange Date or any other new or revised information permitted in the Exchange Notice.