Common use of Exchange of Class A Common Stock Clause in Contracts

Exchange of Class A Common Stock. 1.1 Subject to the terms and conditions of this Agreement, immediately following the Effective Time and effective immediately prior to the consummation of the IPO (the “Exchange Effective Time”), each Exchange Stockholder shall be deemed to have automatically transferred to the Company the shares of Class A Common Stock held by such Exchange Stockholder as set forth on Exhibit A hereto (the “Class A Shares”) and the Company shall issue to each Exchange Stockholder shares of Class B Common Stock (the “Class B Shares”), at an exchange ratio of one (1) Class A Share for one (1) Class B Share (the “Exchange”). The number of Class A Shares to be transferred and the number of Class B Shares to be received in the Exchange by each Exchange Stockholder are as set forth on Exhibit A hereto. 1.2 Concurrently herewith, each Exchange Stockholder shall deliver to the Company an Assignment Separate from Certificate in substantially the form attached to this agreement as Exhibit B to evidence that the shares of the Pre-IPO Common Stock (which will automatically be renamed as Class A Common Stock upon the Effective Time) have been duly transferred to the Company to be held in escrow until the Exchange Effective Time and such documents are automatically released without further action by the Company or the Exchange Stockholder at the Exchange Effective Time. 1.3 Upon the effectiveness of the Exchange, the Company shall deliver to each Exchange Stockholder such documentation as may be reasonably required to evidence that the Class B Shares have been duly issued and transferred to the applicable Exchange Stockholder.

Exchange of Class A Common Stock. 1.1 (a) Subject to the terms and conditions of this Agreement, immediately following the Effective Time and effective immediately prior to the consummation of the IPO (the “Exchange Effective Time”), each Exchange Stockholder shall be deemed to have automatically transferred to the Company the shares of Class A Common Stock held by such Exchange Stockholder as set forth on Exhibit A hereto (the “Class A Shares”) and the Company shall issue to each Exchange Stockholder shares of Class B Common Stock (the “Class B Shares”), at an exchange ratio of one (1) Class A Share for one (1) Class B Share (the “Exchange”). The number of Class A Shares to be transferred and the number of Class B Shares to be received in the Exchange by each Exchange Stockholder are as set forth on Exhibit A hereto. 1.2 (b) Concurrently herewith, each Exchange Stockholder shall deliver is delivering to the Company an Assignment Separate from Certificate in substantially the form attached to this agreement such instruments of transfer or other documentation as Exhibit B may be reasonably required to evidence that the shares of the Pre-IPO Common Stock (which will automatically be renamed reclassified as Class A Common Stock upon pursuant to the Amended and Restated Certificate of Incorporation at the Effective Time) have been duly transferred to the Company to be held in escrow until the Exchange Effective Time and such documents are automatically released without further action by the Company or the such Exchange Stockholder at the Exchange Effective Time. 1.3 Upon the effectiveness of the Exchange, . Each Exchange Stockholder agrees to execute such further documentation as the Company shall deliver may reasonably request, whether before or after the Effective Time, to each Exchange Stockholder document or perfect such documentation as may be reasonably required to evidence that the Class B Shares have been duly issued and transferred transfer of shares of Common Stock to the applicable Exchange StockholderCompany.