Common use of Exchange of Common Units Clause in Contracts

Exchange of Common Units. (a) Subject to any restrictions set forth in the Governance Agreement and Section 2.01(b), each Holder shall be entitled from time to time after the second anniversary of this Agreement and upon the terms and subject to the conditions hereof, to surrender Common Units to the Company in exchange (such exchange, an “Exchange” and such Holder, an “Exchanging Holder”) for the delivery by the Company to the Exchanging Holder at the option of the Company of either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment; provided that, notwithstanding anything herein to the contrary and subject to Section 2.01(b), each Holder (with a Holder and its Affiliates being treated as a single Holder) shall not be entitled to effect an Exchange (x) upon more than one occasion during any one-hundred-eighty (180) consecutive day period, (y) with respect to fewer than the Minimum Amount of Common Units or (z) with respect to more than the Maximum Amount of Common Units. Simultaneous with any such Exchange (without duplication of any Units otherwise issued in connection with contributions under the LLC Agreement not being conducted under this Agreement), the Company shall issue a number of Common Units to Gazelle Holdco equal to the number of Common Units surrendered in such Exchange. (b) Notwithstanding anything herein to the contrary (i) prior to obtaining the Stockholder Approval, neither the Company nor any Parent Party may effect any Exchange by delivery of shares of Common Stock pursuant to Section 2.01(a)(i), to the extent such Exchange, together with all other Exchanges pursuant to this Agreement, would result in Parent issuing a number of shares of Common Stock in excess of the Cap; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the number of Common Units the exchange of which would result in Parent issuing shares of Common Stock in excess of the Cap, (ii) neither the Company nor any Parent Party shall be obligated to effect any Exchange for a Cash Exchange Payment in the circumstances described in Section 2.01(b)(i) to the extent that such exchange would constitute a breach or default under a Specified Contract; provided that in such event, interest shall accrue at a per annum rate equal to the Base Rate (as such term in defined in the Existing Credit Agreement) beginning on the date such Case Exchange Payment would have been made had such Cash Exchange Payment not constituted a breach or default under a Specified Contract, (iii) neither the Company nor any Parent Party shall be obligated to effect any Exchange to the extent that such Exchange would constitute a violation of applicable Law; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the Common Units to the extent doing so would not constitute a violation of applicable Law, and (iv) neither the Company nor any Parent Party shall be obligated to effect any Exchange during any period of time during which Parent is permitted not to facilitate the registration and resale of Deliverable Common Stock pursuant to Section 2.1.6 of the Registration Rights Agreement. For the avoidance of doubt, any decision to seek the Stockholder Approval shall be in all respects at Parent’s sole discretion.

Exchange of Common Units. (ai) Subject to any restrictions set forth in Each of the Governance Agreement and Section 2.01(b), each Holder Members (other than Rosehill) shall be entitled to cause the Company to redeem, at any time and from time to time after time, all or any portion of such Member’s Common Units (together with the second anniversary transfer and surrender of this Agreement and the same number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (an “Exchange”) or, at the Company’s election made in accordance with Section 4.6(a)(iv), cash equal to the Cash Election Amount calculated with respect to such Exchange, upon the terms and subject to the conditions hereofset forth in this Section 4.6 and in Section 6.2(b). Upon the Exchange by a Member of all of its Common Units, if the Member does not hold any other Units, such Member shall, for the avoidance of doubt, cease to surrender be a Member of the Company. (ii) Each exchanging Member (the “Exchanging Member”) shall be permitted to effect a redemption of Common Units pursuant to the Company in exchange (such exchange, an “Exchange” and such Holder, an “Exchanging Holder”Section 4.6(a)(i) for the delivery by the Company to the Exchanging Holder at the option of the Company of either that involves less than 1,500,000 Common Units no more frequently than (i) six times per calendar year and (ii) no more than two times per calendar quarter; provided, however, that if an Exchanging Member provides an Exchange Notice with respect to all of the Common Units held by such Exchanging Member, such Exchange may occur at any time, subject to this Section 4.6; provided, further, that the Managing Member may, in its sole discretion and at any time, permit any Member to effect a redemption of a lesser number of shares of Common Stock that is equal Units. (iii) In order to exercise the redemption right under Section 4.6(a)(i), the Exchanging Member shall provide written notice (the “Exchange Notice”) to the product Company, with a copy to Rosehill (the date of delivery of such Exchange Notice, the “Exchange Notice Date”), stating (i) the number of Common Units (together with the transfer and surrender of an equal number of shares of Class B Common Stock) the Exchanging Member elects to be Exchanged multiplied by have the Exchange RateCompany redeem, (ii) a Cash Exchange Payment if the shares of Class A Common Stock to be received are to be issued other than in the name of the Exchanging Member, the name(s) of the Person(s) in whose name or on whose order the shares of Class A Common Stock are to be issued, and (iii) if the Exchanging Member requires the Exchange to take place on a combination specific date, such date, provided that, any such specified date shall not be earlier than the date that would otherwise apply pursuant to clause (i) of the definition of Exchange Date. If the Common Units to be redeemed (or the shares of Class B Common Stock to be transferred and surrendered) by the Exchanging Member are represented by a certificate or certificates, prior to the Exchange Date, the Exchanging Member shall also present and surrender such certificate or certificates representing such Common Units (or shares of Class B Common Stock) during normal business hours at the principal executive offices of the Company, or if any agent for the registration or transfer of Class A Common Stock is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent. If required by the Managing Member, any certificate for Common Units and any certificate for shares of Class B Common Stock (in each case, if certificated) surrendered to the Company hereunder shall be accompanied by instruments of transfer, in forms reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Exchanging Member or the Exchanging Member’s duly authorized representative. (iv) Upon receipt of an Exchange Notice, the Company shall be entitled to elect (a “Cash Election”) to settle the Exchange by delivering to the Exchanging Member, in lieu of the applicable number of shares of Class A Common Stock and that would be received in such Exchange, an amount of cash equal to the Cash Election Amount for such Exchange. In order to make a Cash Exchange Payment; provided thatElection with respect to an Exchange, notwithstanding anything herein the Company must provide written notice of such election to the contrary and subject to Section 2.01(b), each Holder Exchanging Member (with a Holder and its Affiliates being treated as a single Holdercopy to Rosehill) prior to 1:00 p.m., Houston time, on the second Business Day after the Exchange Notice Date. If the Company fails to provide such written notice prior to such time, it shall not be entitled to effect make a Cash Election with respect to such Exchange. (v) For U.S. federal income (and applicable state and local) tax purposes, each of the Exchanging Member, the Company and Rosehill, as the case may be, agree to treat each Exchange and, in the event Rosehill exercises its Call Right, each transaction between the Exchanging Member and Rosehill, as a sale of the Exchanging Member’s Common Units (together with the same number of shares of Class B Common Stock) to Rosehill in exchange for shares of Class A Common Stock or cash, as applicable. (i) The Exchange shall be completed on the Exchange Date; provided that the Company, Rosehill and the Exchanging Member may change the number of Common Units specified in the Exchange Notice as to be redeemed and/or the Exchange Date to another number and/or date by unanimous agreement signed in writing by each of them; provided further that an Exchange Notice may specify that the Exchange is to be contingent (including as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the shares of Class A Common Stock into which the Common Units are redeemable, or the closing of an announced merger, consolidation or other transaction or event in which the shares of Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property, provided that the foregoing shall not apply to any Exchange with respect to which the Company has made a valid Cash Election; provided further, that the Exchange Date may be moved to a later date to the extent Rosehill reasonably determines is necessary for, and the Company, Rosehill and the Exchanging Member shall take any action reasonably necessary to cause, the Exchange and any subsequent sale of Class A Common Stock resulting therefrom to be in compliance with applicable securities Law. Provided the Company has not made a valid Cash Election, the Exchanging Member may retract its Exchange Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to Rosehill) at any time prior to the Exchange Date. The timely delivery of a Retraction Notice shall terminate all of the Exchanging Member’s, the Company’s and Rosehill’s rights and obligations arising from the retracted Exchange Notice. (ii) Unless the Exchanging Member has timely delivered a Retraction Notice as provided in Section 4.6(b)(i) or Rosehill has elected its Call Right pursuant to Section 4.6(f), on the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date) (A) the Exchanging Member shall transfer and surrender the Common Units to be redeemed (and a corresponding number of shares of Class B Common Stock) to the Company, in each case free and clear of all liens and encumbrances, (B) Rosehill shall contribute to the Company the consideration the Exchanging Member is entitled to receive under Section 4.6(a)(i), (C) the Company shall (x) upon more than one occasion during any one-hundred-eighty (180) consecutive day periodcancel the redeemed Common Units, (y) with respect transfer to fewer than the Minimum Amount of Common Units or Exchanging Member the consideration the Exchanging Member is entitled to receive under Section 4.6(a)(i), and (z) with respect if the Common Units are certificated, issue to more than the Maximum Amount of Common Units. Simultaneous with any such Exchange (without duplication of any Units otherwise issued in connection with contributions under the LLC Agreement not being conducted under this Agreement), the Company shall issue Exchanging Member a certificate for a number of Common Units equal to Gazelle Holdco the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Exchanging Member pursuant to clause (ii)(A) of this Section 4.6(b) and the number of redeemed Common Units, (D) the Company shall issue to Rosehill a number of Common Units equal to the number of Common Units surrendered in such Exchange. by the Exchanging Member and (bE) Rosehill shall cancel the surrendered shares of Class B Common Stock. Notwithstanding anything herein any other provisions of this Agreement to the contrary (i) prior to obtaining contrary, in the Stockholder Approval, neither event that the Company nor any Parent Party may effect any Exchange by delivery of shares of Common Stock pursuant makes a valid Cash Election, Rosehill shall only be obligated to Section 2.01(a)(i), contribute to the extent such Exchange, together with all other Exchanges pursuant Company an amount in cash equal to this Agreement, would result in Parent issuing the net proceeds (after deduction of any underwriters’ discounts or commissions and brokers’ fees or commissions) from the sale by Rosehill of a number of shares of Class A Common Stock in excess of the Cap; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed equal to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the number of Common Units the exchange to be redeemed with such cash; provided that Rosehill’s Capital Account shall be increased by an amount equal to any such discounts, commissions and fees relating to such sale of which would result in Parent issuing shares of Class A Stock in accordance with Section 7.9; provided further, that the contribution of such net proceeds shall in no event affect the Exchanging Member’s right to receive the Cash Election Amount. (c) If (i) there is any reclassification, reorganization, recapitalization or other similar transaction pursuant to which the shares of Class A Common Stock in excess are converted or changed into another security, securities or other property (other than as a result of the Capa subdivision or combination or any transaction subject to Section 4.1(g)), or (ii) neither Rosehill, by dividend or otherwise, distributes to all holders of the shares of Class A Common Stock evidences of its Indebtedness or assets, including securities (including shares of Class A Common Stock and any rights, options or warrants to all holders of the shares of Class A Common Stock to subscribe for or to purchase or to otherwise acquire shares of Class A Common Stock, or other securities or rights convertible into, exchangeable for or exercisable for shares of Class A Common Stock) but excluding any cash dividend or distribution as well as any such distribution of Indebtedness or assets received by Rosehill from the Company nor in respect of the Units, then upon any Parent Party shall be obligated to effect any Exchange for a Cash Exchange Payment subsequent Exchange, in the circumstances described in Section 2.01(b)(i) addition to the extent that such exchange would constitute a breach shares of Class A Common Stock or default under a Specified Contract; provided that in such event, interest shall accrue at a per annum rate equal to the Base Rate (as such term in defined in the Existing Credit Agreement) beginning on the date such Case Exchange Payment would have been made had such Cash Exchange Payment not constituted a breach or default under a Specified Contract, (iii) neither the Company nor any Parent Party shall be obligated to effect any Exchange to the extent that such Exchange would constitute a violation of applicable Law; provided that, in such event, the Company or Gazelle HoldcoElection Amount, as applicable, each Member shall be deemed entitled to receive the amount of such security, securities or other property that such Member would have provided an Election Notice with respect to (and shall make a Cash received if such Exchange Payment for) the Common Units had occurred immediately prior to the extent doing so would not constitute effective date of such reclassification, reorganization, recapitalization, other similar transaction, dividend or other distribution, taking into account any adjustment as a violation result of applicable Lawany subdivision (by any split, and distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (ivby reverse split, reclassification, recapitalization or otherwise) neither of such security, securities or other property that occurs after the Company nor any Parent Party shall be obligated to effect any Exchange during any period effective time of time during which Parent is permitted not to facilitate the registration and resale of Deliverable Common Stock pursuant to Section 2.1.6 of the Registration Rights Agreementsuch reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any decision reclassification, reorganization, recapitalization or other similar transaction in which the shares of Class A Common Stock are converted or changed into another security, securities or other property, or any dividend or distribution (other than an excluded dividend or distribution, as described above), this Section 4.6 shall continue to seek be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Stockholder Approval Units held by the Members and their Permitted Transferees as of the date hereof, as well as any Units hereafter acquired by a Member and his or her or its Permitted Transferees. (d) Rosehill shall at all times keep available, solely for the purpose of issuance upon an Exchange, out of its authorized but unissued shares of Class A Common Stock or other Equity Securities, such number of shares of Class A Common Stock that shall be issuable upon the Exchange of all outstanding Common Units (other than those Common Units held by Rosehill or any Subsidiary of Rosehill); provided, that nothing contained herein shall be construed to preclude Rosehill from satisfying its obligations with respect to an Exchange by delivery of cash pursuant to a Cash Election or shares of Class A Common Stock or other Equity Securities that are held in the treasury of Rosehill. Rosehill covenants that all respects shares of Class A Common Stock and other Equity Securities that shall be issued upon an Exchange shall, upon issuance thereof, be validly issued, fully paid and non-assessable. In addition, for so long as the shares of Class A Common Stock or other Equity Securities are listed on a National Securities Exchange, Rosehill shall use its reasonable best efforts to cause all shares of Class A Common Stock and such other Equity Securities issued upon an Exchange to be listed on such National Securities Exchange at Parent’s the time of such issuance. (e) The issuance of shares of Class A Common Stock or other Equity Securities upon an Exchange shall be made without charge to the Exchanging Member for any stamp or other similar tax in respect of such issuance; provided, however, that if any such shares of Class A Common Stock or other Equity Securities are to be issued in a name other than that of the Exchanging Member, then the Person or Persons in whose name the shares are to be issued shall pay to Rosehill the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of Rosehill that such tax has been paid or is not payable. (i) Notwithstanding anything to the contrary in this Section 4.6, but subject to Section 4.6(g), an Exchanging Member shall be deemed to have offered to sell its Common Units as described in the Exchange Notice to Rosehill, and Rosehill may, in its sole discretion, by means of delivery of Call Election Notice in accordance with, and subject to the terms of, this Section 4.6(f), elect to purchase directly and acquire such Common Units (together with the transfer and surrender of the same number of shares of Class B Common Stock) on the Exchange Date by paying to the Exchanging Member (or, on the Exchanging Member’s written order, its designee), that number of shares of Class A Common Stock the Exchanging Member (or its designee) would otherwise receive pursuant to Section 4.6(a)(i) or, at Rosehill’s election, an amount of cash equal to the Cash Election Amount of such shares of Class A Common Stock (the “Call Right”), whereupon Rosehill shall acquire the Common Units offered for exchange by the Exchanging Member (together with the transfer and surrender of the same number of shares of Class B Common Stock) and shall be treated for all purposes of this Agreement as the owner of such Common Units and shares of Class B Common Stock. (ii) Rosehill may, at any time prior to the Exchange Date, in its sole discretion deliver written notice (a “Call Election Notice”) to the Company and the Exchanging Member setting forth its election to exercise its Call Right. A Call Election Notice may be revoked by Rosehill at any time; provided that any such revocation does not prejudice the ability of the parties to consummate an Exchange on the Exchange Date. Except as otherwise provided by this Section 4.6(f), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated if Rosehill had not delivered a Call Election Notice. (g) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to shares of Class A Common Stock (a “Rosehill Offer”) is proposed by Rosehill or is proposed to Rosehill or its stockholders and approved by the board of directors of Rosehill or is otherwise effected or to be effected with the consent or approval of the board of directors of Rosehill, the Members (other than Rosehill) shall be permitted to participate in such Rosehill Offer by delivery of a contingent Exchange Notice in accordance with the second proviso of the first sentence of Section 4.6(b)(i). In the case of a Rosehill Offer proposed by Rosehill, Rosehill will use its reasonable best efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit the Members to participate in such Rosehill Offer to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock without discrimination; provided that, without limiting the generality of this sentence, Rosehill will use its reasonable best efforts expeditiously and in good faith to ensure that

Exchange of Common Units. Subject to the terms and conditions of this Agreement: (a) Subject effective upon Closing (as hereinafter defined) Colonnade fully and forever releases and discharges the Plastiq Parties and Buyer, including its affiliates, subsidiaries, officers, directors, shareholders, agents, attorneys, advisors, and employees, past and present (together with Buyer, the “Buyer Parties”), from any and all claims, demands, liens, agreements, contracts, covenants, suits, actions, causes of action, obligations, controversies, debts, costs, expenses, damages, judgements, orders and liabilities, of any kind and of every nature whatsoever, direct or indirect, whether known or unknown, or whether asserted or unasserted, which Colonnade now has against the Purchased Assets, the Plastiq Parties or Buyer Parties, or hereafter can, shall or may have, arising from or relating to any restrictions the Merger Agreement (collectively, the “Claims”); and (b) in exchange for Colonnade’s release in Section 1(a), Buyer shall (i) issue Colonnade 5,000 Common Units (the “Colonnade Common Units”) at Closing with a maximum liquidation value cap equal to the difference of (A) $15 million minus (B) amounts paid under subsection (ii) hereof at the time of a liquidation event (the “Liquidation Cap”), and with such rights, powers, preferences and privileges as provided herein and in Buyer’s amended and restated limited liability company agreement attached hereto as Exhibit A (the “LLC Agreement”); and (ii) subject to the occurrence of the Closing, pay Colonnade a total of $2 million, with $1 million to be paid in U.S. dollars at Closing by wire transfer of immediately available funds to an account designated by Colonnade and $1 million to be paid via distribution from Buyer in the manner described in Section 7.02 of the LLC Agreement. Notwithstanding anything contained herein and except as otherwise stipulated and agreed on the record at the hearing on approval of the Sale Order (as defined in the Purchase Agreement) on July 27, 2023, and as may also be set forth in the Governance Agreement and Section 2.01(b)final Sale Order, each Holder shall be entitled from time to time after the second anniversary of this Agreement and upon the terms and subject to the conditions hereof, to surrender Common Units to the Company in exchange (such exchange, an “Exchange” and such Holder, an “Exchanging Holder”) for the delivery by the Company to the Exchanging Holder at the option of the Company of either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment; provided that, notwithstanding anything herein to the contrary and subject to Section 2.01(b), each Holder (with a Holder and its Affiliates being treated as a single Holder) foregoing release shall not be entitled deprive or extinguish Colonnade’s right to effect an Exchange (x) upon more than one occasion during defensively assert rights, counter-claims and defenses in any one-hundred-eighty (180) consecutive day period, (y) with respect to fewer than the Minimum Amount of Common Units or (z) with respect to more than the Maximum Amount of Common Units. Simultaneous with any such Exchange (without duplication of any Units otherwise issued in connection with contributions under the LLC Agreement not being conducted under this Agreement), the Company shall issue a number of Common Units to Gazelle Holdco equal to the number of Common Units surrendered in such Exchange. (b) Notwithstanding anything herein to the contrary (i) prior to obtaining the Stockholder Approval, neither the Company nor any Parent Party may effect any Exchange by delivery of shares of Common Stock pursuant to Section 2.01(a)(i), to the extent such Exchange, together with all other Exchanges pursuant to this Agreement, would result in Parent issuing a number of shares of Common Stock in excess of the Cap; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the number of Common Units the exchange of which would result in Parent issuing shares of Common Stock in excess of the Cap, (ii) neither the Company nor any Parent Party shall be obligated to effect any Exchange for a Cash Exchange Payment in the circumstances described in Section 2.01(b)(i) to the extent that such exchange would constitute a breach or default under a Specified Contract; provided that in such event, interest shall accrue at a per annum rate equal to the Base Rate (as such term in defined in the Existing Credit Agreement) beginning on the date such Case Exchange Payment would have been made had such Cash Exchange Payment not constituted a breach or default under a Specified Contract, (iii) neither the Company nor any Parent Party shall be obligated to effect any Exchange to the extent that such Exchange would constitute a violation of applicable Law; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the Common Units to the extent doing so would not constitute a violation of applicable Law, and (iv) neither the Company nor any Parent Party shall be obligated to effect any Exchange during any period of time during which Parent is permitted not to facilitate the registration and resale of Deliverable Common Stock pursuant to Section 2.1.6 of the Registration Rights Agreement. For the avoidance of doubt, any decision to seek the Stockholder Approval shall be in all respects at Parent’s sole discretion.litigation brought against

Exchange of Common Units. (a) Subject to any restrictions set forth in the Governance Agreement and Section 2.01(b2.1(d), from and after the date of the closing of the IPO, each Holder Member shall be entitled from time to time after the second anniversary of this Agreement and entitled, upon the terms and subject to the conditions hereof, to surrender to Holdings Common Units to the Company in exchange (such exchange, an “Exchange” and such Holder, an “Exchanging Holder”) for the delivery by the Company to the Exchanging Holder at the option of the Company such exchanging Member, for each Common Unit so surrendered, of either (ix) the Stock Amount; provided that any such Exchange is for a minimum of 1,000 Common Units or all of the Common Units then held by such Member; or (y) if a majority of the Disinterested Directors so elects, the Cash Settlement Amount. Upon an Exchange, a number of shares of Class B Common Stock that is equal belonging to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment; provided that, notwithstanding anything herein to the contrary and subject to Section 2.01(b), each Holder (with a Holder and its Affiliates being treated as a single Holder) shall not be entitled to effect an Exchange (x) upon more than one occasion during any one-hundred-eighty (180) consecutive day period, (y) with respect to fewer than the Minimum Amount of Common Units or (z) with respect to more than the Maximum Amount of Common Units. Simultaneous with any such Exchange (without duplication of any Units otherwise issued in connection with contributions under the LLC Agreement not being conducted under this Agreement), the Company shall issue a number of Common Units to Gazelle Holdco exchanging Member equal to the number of Common Units surrendered in such ExchangeExchanged shall automatically be cancelled. (b) Notwithstanding anything herein A Member shall exercise its right to the contrary (i) prior to obtaining the Stockholder Approval, neither the Company nor any Parent Party may effect any Exchange by delivery of Common Units and have shares of Class B Common Stock pursuant cancelled as set forth in Section 2.1(a) above by delivering to Section 2.01(a)(iCaliburn and to Holdings a written election of exchange in the form of Exhibit A hereto (an “Election of Exchange”), duly executed by such Member or such Member’s duly authorized attorney in respect of the Common Units and Class B Common Stock to be Exchanged and canceled, as the extent such Exchangecase may be, together delivered during normal business hours in accordance with all other Exchanges pursuant to this Agreement, would result the notice provisions set forth in Parent issuing Section 3.2. (c) Upon the surrender for Exchange of the applicable Common Units and instructions or stock powers representing a corresponding number of shares of Class B Common Stock in excess the manner provided in this Article II, if the Class A Common Stock is eligible for the depository and book-entry services of The Depository Trust Company, Holdings will, subject to Section 2.4 below, deliver or cause to be delivered within two (2) Trading Days, the shares of Class A Common Stock deliverable to such exchanging Member through the facilities of The Depository Trust Company, to the account of the Cap; provided thatparticipant of The Depository Trust Company designated by such exchanging Member. Otherwise, in such eventHoldings shall deliver or cause to be delivered within two (2) Trading Days at the offices of the then-acting registrar and transfer agent of the Class A Common Stock or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of Caliburn, the Company number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Member or Gazelle Holdcoits designee. (d) From time-to-time, as applicableif a Member in good faith believes that it may Exchange Common Units and desires to determine in advance whether Caliburn will elect to satisfy an Exchange with the Cash Settlement Amount pursuant to Section 2.1(a)(y), then the Member may request in writing in accordance with the notice provisions set forth in Section 3.2 that Caliburn advise it in advance of its decision through delivery of a cash election substantially in the form of Exhibit B hereto. Such cash election shall be deemed to have provided an Election Notice binding upon Caliburn with respect to any Election of Exchange received by Caliburn and Holdings prior to the earlier of (i) sixty (60) days following its delivery to the Member, or (ii) the end of Holdings’ then current fiscal year. If Caliburn does not deliver such notice of its cash election within five (5) Business Days of Caliburn’s and the Holdings’ receipt of such Member’s request, Caliburn shall make forfeit the right to satisfy such Exchange with the Cash Settlement Amount during the time period specified above. (e) Upon receiving an Election of Exchange from a Cash Member, Holdings may elect to cause Caliburn to effect the Exchange Payment forunder Section 2.1(a) and deliver to the Member the number of shares of Class A Common Stock or the Cash Settlement Amount that such Member is entitled to receive in the Exchange, in which event the Member shall deliver to Caliburn the Common Units being surrendered in the exchange Exchange. In all other cases, Holdings shall effect the Exchange and, at the time of which would result in Parent issuing the Closing of any such Exchange, unless provided for otherwise, Caliburn shall contribute to Holdings the number of shares of Class A Common Stock or the Cash Settlement Amount that such Member is entitled to receive in the Exchange and Caliburn shall be issued Common Units in an amount equal to the value of its contribution to Holdings. (f) Notwithstanding anything to the contrary herein, no Member may Exchange Common Units pursuant to Section 2.1(a) during the 180-day period after the date set forth on the final prospectus used to sell shares of Class A Common Stock in excess of the Cap, (ii) neither the Company nor any Parent Party shall be obligated to effect any Exchange for a Cash Exchange Payment in the circumstances described in Section 2.01(b)(i) to the extent that such exchange would constitute a breach or default under a Specified Contract; provided that in such event, interest shall accrue at a per annum rate equal to the Base Rate (as such term in defined in the Existing Credit Agreement) beginning on the date such Case Exchange Payment would have been made had such Cash Exchange Payment not constituted a breach or default under a Specified Contract, (iii) neither the Company nor any Parent Party shall be obligated to effect any Exchange to the extent that such Exchange would constitute a violation of applicable Law; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the Common Units to the extent doing so would not constitute a violation of applicable Law, and (iv) neither the Company nor any Parent Party shall be obligated to effect any Exchange during any period of time during which Parent is permitted not to facilitate the registration and resale of Deliverable Common Stock pursuant to Section 2.1.6 of the Registration Rights Agreement. For the avoidance of doubt, any decision to seek the Stockholder Approval shall be in all respects at Parent’s sole discretionIPO.

Exchange of Common Units. (a) Subject to any restrictions set forth in the Governance Agreement and Section 2.01(b2.1(d), from and after the date of the closing of the IPO, each Holder Member shall be entitled from time to time after the second anniversary of this Agreement and entitled, upon the terms and subject to the conditions hereof, to surrender Common Units to the Company Common Units (other than unvested Common Units that were issued by the Company upon conversion of Profits Interests) in exchange (such exchange, an “Exchange” and such Holder, an “Exchanging Holder”) for the delivery by the to such exchanging Member, for each Company to the Exchanging Holder at the option of the Company Common Unit so surrendered, of either (ix) the Stock Amount; provided that any such Exchange is for a minimum of the lesser of 1,000 Common Units or all of the Common Units then held by such Member; or (y) if the disinterested members of the Board of Directors of GreenSky so elect, provided that the Exchange does not occur during a Corporate Event Period, the Cash Settlement Amount. Upon an Exchange, a number of shares of Class B Common Stock that is equal belonging to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment; provided that, notwithstanding anything herein to the contrary and subject to Section 2.01(b), each Holder (with a Holder and its Affiliates being treated as a single Holder) shall not be entitled to effect an Exchange (x) upon more than one occasion during any one-hundred-eighty (180) consecutive day period, (y) with respect to fewer than the Minimum Amount of Common Units or (z) with respect to more than the Maximum Amount of Common Units. Simultaneous with any such Exchange (without duplication of any Units otherwise issued in connection with contributions under the LLC Agreement not being conducted under this Agreement), the Company shall issue a number of Common Units to Gazelle Holdco exchanging Member equal to the number of Common Units surrendered Exchanged shall automatically be cancelled. Notwithstanding the foregoing, the Company, in its sole discretion, may refuse to Exchange any Common Units issued upon exercise of warrants if the Election of Exchange with respect to the Common Units issued upon exercise of such Exchangewarrants is not delivered to GreenSky and the Company within 30 days following the issuance of the Common Units. (b) Notwithstanding anything herein A Member shall exercise its right to Exchange Common Units and have shares of Class B Common Stock cancelled as set forth in Section 2.1(a) above by delivering to GreenSky and to the contrary Company a written election of exchange in the form of Exhibit A hereto (i) prior to obtaining an “Election of Exchange”), duly executed by such Member or such Member’s duly authorized attorney in respect of the Stockholder Approval, neither the Company nor any Parent Party may effect any Exchange by delivery of shares of Common Units and Class B Common Stock pursuant to be Exchanged and canceled, as the case may be, delivered during normal business hours in accordance with the notice provisions set forth in Section 2.01(a)(i), to 3.2. (c) Upon the extent such Exchange, together with all other Exchanges pursuant to this Agreement, would result in Parent issuing surrender for Exchange of the applicable Common Units and instructions or stock powers representing a corresponding number of shares of Class B Common Stock in excess the manner provided in this Article II, if the Class A Common Stock is eligible for the depository and book-entry services of the Cap; provided that, in such eventThe Depository Trust Company, the Company will, subject to Section 2.4 below, deliver or Gazelle Holdcocause to be delivered within three Trading Days the shares of Class A Common Stock deliverable to such exchanging Member through the facilities of The Depository Trust Company, as applicableto the account of the participant of The Depository Trust Company designated by such exchanging Member. Otherwise, the Company shall deliver or cause to be delivered within three Trading Days at the offices of the then-acting registrar and transfer agent of the Class A Common Stock or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of GreenSky, the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Member or its designee. (d) From time-to-time, if a Member in good faith believes that it may Exchange Common Units and desires to determine in advance whether the Company will elect to satisfy an Exchange with the Cash Settlement Amount pursuant to Section 2.1(a)(y), then the Member may request in writing in accordance with the notice provisions set forth in Section 3.2 that the Company advise it in advance of its decision through delivery of a cash election substantially in the form of Exhibit B hereto. Such cash election shall be deemed to have provided an Election Notice binding upon the Company with respect to any Election of Exchange received by GreenSky and the Company prior to the earlier of (i) 60 days following its delivery to the Member, or (ii) the end of the Company’s then current fiscal year. If the Company does not deliver such notice of its cash election within 5 Business Days of GreenSky’s and the Company’s receipt of such Member’s request, the Company shall make forfeit the right to satisfy such Exchange with the Cash Settlement Amount during the time period specified above. (e) Upon receiving an Election of Exchange from a Cash Member, the Company may elect to cause GreenSky to effect the Exchange Payment forunder Section 2.1(a) and deliver to the Member the number of Class A Shares or the Cash Settlement Amount that such Member is entitled to receive in the Exchange, in which event the Member shall deliver to GreenSky the Common Units being surrendered in the exchange Exchange. In all other cases, the Company shall effect the Exchange and, at the time of which would result the Closing of any such Exchange, unless provided for otherwise, GreenSky shall contribute to the Company the number of Class A Shares or the Cash Settlement Amount that such Member is entitled to receive in Parent issuing shares the Exchange and GreenSky shall be issued Common Units in an amount equal to the value of its contribution to the Company (adjusted appropriately to take into account the cash, if any, on the balance sheet of GreenSky at the time of the Exchange). (f) Notwithstanding anything to the contrary herein, no Member may Exchange Common Units pursuant to Section 2.1(a) during the 180 day period after the date set forth on the final prospectus used to sell Class A Common Stock in excess of the CapIPO, (ii) neither unless such Member has executed the Company nor any Parent Party shall be obligated to effect any Exchange for a Cash Exchange Payment Lock-Up Agreement with the Underwriters in the circumstances described in Section 2.01(b)(i) to the extent that such exchange would constitute a breach or default under a Specified Contract; provided that in such event, interest shall accrue at a per annum rate equal to the Base Rate (as such term in defined in the Existing Credit Agreement) beginning on the date such Case Exchange Payment would have been made had such Cash Exchange Payment not constituted a breach or default under a Specified Contract, (iii) neither the Company nor any Parent Party shall be obligated to effect any Exchange to the extent that such Exchange would constitute a violation of applicable Law; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the Common Units to the extent doing so would not constitute a violation of applicable Law, and (iv) neither the Company nor any Parent Party shall be obligated to effect any Exchange during any period of time during which Parent is permitted not to facilitate the registration and resale of Deliverable Common Stock pursuant to Section 2.1.6 of the Registration Rights Agreement. For the avoidance of doubt, any decision to seek the Stockholder Approval shall be in all respects at Parent’s sole discretionIPO.

Exchange of Common Units. (a) (i) Subject to any restrictions set forth adjustment as provided in the Governance Agreement Section 3.7(d) and subject to SEI’s rights described in Section 2.01(b3.7(g), each Holder of the Members other than SEI shall be entitled to exchange with the Company, at any time and from time to time after the second anniversary time, any or all of this Agreement and upon the terms and subject to the conditions hereof, to surrender such Member’s Common Units to (together with the Company in exchange (such exchange, an “Exchange” and such Holder, an “Exchanging Holder”) for the delivery by the Company to the Exchanging Holder at the option of the Company of either (i) a same number of shares of Common Class B Stock) for an equivalent number of shares of Class A Stock that is (an “Exchange”) or, at the Company’s election made in accordance with Section 3.7(a)(ii), cash equal to the product Cash Election Amount calculated with respect to such Exchange. Each Exchange shall be treated for federal income tax purposes as a sale of the Exchanging Member’s Common Units (together with the same number of shares of Class B Stock) to SEI in exchange for shares of Class A Stock or cash, as applicable. (i) Upon receipt of an Exchange Notice, the Company shall be entitled to elect (a “Cash Election”) to settle the Exchange by the delivery to the Exchanging Member, in lieu of the applicable number of shares of Class A Stock that would be received in such Exchange, an amount of cash equal to the Cash Election Amount for such Exchange. In order to make a Cash Election with respect to an Exchange, the Company must provide written notice of such election to the Exchanging Member prior to 1:00 pm, Houston time, on the third Business Day after the date on which the Exchange Notice shall have been received by the Company. If the Company fails to provide such written notice prior to such time, it shall not be entitled to make a Cash Election with respect to such Exchange. (ii) Each Exchanging Member shall be permitted to effect an exchange of Common Units and shares of Class B Stock pursuant to this Section 3.7 that involves less than 1,000,000 Common Units no more frequently than on a quarterly basis; provided, however, that if an Exchanging Member provides an Exchange Notice with respect to all of the Common Units and shares of Class B Stock held by such Exchanging Member, such Exchange may occur at any time, subject to this Section 3.7. (b) In order to exercise the exchange right under Section 3.7(a), the exchanging Member (the “Exchanging Member”) shall provide written notice (the “Exchange Notice”) to the Company and SEI, stating that the Exchanging Member elects to exchange with the Company a stated (and equal) number of Common Units and shares of Class B Stock represented, if applicable, by a certificate or certificates, to the extent specified in such notice, and if the shares of Class A Stock to be received are to be issued other than in the name of the Exchanging Member, specifying the name(s) of the Person(s) in whose name or on whose order the shares of Class A Stock are to be issued, and shall present and surrender the certificate or certificates representing such Common Units and shares of Class B Stock (in each case, if certificated) during normal business hours at the principal executive offices of the Company, or if any agent for the registration or transfer of Class A Stock is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent with respect to such Class A Stock. (c) If required by SEI, any certificate for Common Units and shares of Class B Stock (in each case, if certificated) surrendered for exchange with the Company shall be accompanied by instruments of transfer, in form reasonably satisfactory to SEI and the Transfer Agent (if then duly appointed and acting), duly executed by the Exchanging Member or the Exchanging Member’s duly authorized representative. If the Company has not made a valid Cash Election, then as promptly as practicable after the receipt of the Exchange Notice and the surrender to the Company of the certificate or certificates, if any, representing such Common Units and shares of Class B Stock (but in any event by the Exchange Date, as defined below), SEI shall issue and contribute to the Company, and the Company shall deliver to the Exchanging Member, or on the Exchanging Member’s written order, a certificate or certificates, if applicable, for the number of shares of Class A Stock issuable upon the Exchange, and the Company shall deliver such Common Units and shares of Class B Stock to SEI in exchange for no additional consideration. If the Company has made a valid Cash Election, then as promptly as practicable after the receipt of the Exchange Notice (but in no event more than three Business Days after receipt of the Exchange Notice), upon surrender to the Company of the certificate or certificates, if any, representing such Common Units and shares of Class B Stock, the Company shall deliver to the Exchanging Member as directed by the Exchanging Member by wire transfer of immediately available funds the Cash Election Amount payable upon the Exchange, and the Company shall deliver such Common Units and shares of Class B Stock to SEI for no additional consideration. Each Exchange shall be deemed to have been effected on (i) (x) the Business Day after the date on which the Exchange Notice shall have been received by the Company, SEI or the Transfer Agent, as applicable (subject to receipt by the Company, SEI or the Transfer Agent, as applicable, within three Business Days thereafter of any required instruments of transfer as aforesaid) if the Company has not made a valid Cash Election with respect to such Exchange or (y) if the Company has made a valid Cash Election with respect to such Exchange, the first Business Day on which the Company has available funds to pay the Cash Election Amount (but in no event more than three Business Days after receipt of the Exchange Notice), or (ii) such later date specified in or pursuant to the Exchange Notice (such date identified in clause (i) or (ii), as applicable, the “Exchange Date”). If the Company has not made a valid Cash Election, and the Person or Persons in whose name or names any certificate or certificates for shares of Class A Stock (which certificates shall bear any legends as may be required in accordance with applicable Law) shall be issuable upon such Exchange as aforesaid shall be deemed to have become, on the Exchange Date, the holder or holders of record of the shares represented thereby. Notwithstanding anything herein to the contrary, unless the Company has made a valid Cash Election, any Exchanging Member may withdraw or amend an Exchange request, in whole or in part, prior to the effectiveness of the applicable Exchange, at any time prior to 5:00 p.m., Houston time, on the Business Day immediately preceding the Exchange Date (or any such later time as may be required by applicable Law) by delivery of a written notice of withdrawal to the Company, SEI or the Transfer Agent, specifying (1) the certificate numbers of the withdrawn Common Units (if any) and shares of Class B Stock, (2) if any, the number of Common Units and shares of Class B Stock as to which the Exchange Notice remains in effect and (3) if the Exchanging Member so determines, a new Exchange Date or any other new or revised information permitted in an Exchange Notice. An Exchange Notice may specify that the Exchange is to be Exchanged multiplied contingent (including as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the shares of Class A Stock into which the Common Units and shares of Class B Stock are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the shares of Class A Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property, provided that the foregoing shall not apply to any Exchange Ratewith respect to which the Company has made a valid Cash Election. (d) If (i) there is any reclassification, reorganization, recapitalization or other similar transaction pursuant to which the shares of Class A Stock are converted or changed into another security, securities or other property, or (ii) a Cash Exchange Payment SEI shall, by dividend or (iii) a combination otherwise, distribute to all holders of the shares of Common Class A Stock evidences of its indebtedness or assets, including securities (including shares of Class A Stock and a Cash Exchange Payment; provided thatany rights, notwithstanding anything herein options or warrants to all holders of the shares of Class A Stock to subscribe for or to purchase or to otherwise acquire shares of Class A Stock, or other securities or rights convertible into, exchangeable for or exercisable for shares of Class A Stock) but excluding any cash dividend or distribution as well as any such distribution of indebtedness or assets received by SEI from the Company in respect of the Common Units, then upon any subsequent Exchange, in addition to the contrary and subject to Section 2.01(b), each Holder (with a Holder and its Affiliates being treated as a single Holder) shall not be entitled to effect an Exchange (x) upon more than one occasion during any one-hundred-eighty (180) consecutive day period, (y) with respect to fewer than the Minimum Amount of Common Units or (z) with respect to more than the Maximum Amount of Common Units. Simultaneous with any such Exchange (without duplication of any Units otherwise issued in connection with contributions under the LLC Agreement not being conducted under this Agreement), the Company shall issue a number of Common Units to Gazelle Holdco equal to the number of Common Units surrendered in such Exchange. (b) Notwithstanding anything herein to the contrary (i) prior to obtaining the Stockholder Approval, neither the Company nor any Parent Party may effect any Exchange by delivery of shares of Common Class A Stock pursuant to Section 2.01(a)(i), to or the extent such Exchange, together with all other Exchanges pursuant to this Agreement, would result in Parent issuing a number of shares of Common Stock in excess of the Cap; provided that, in such event, the Company or Gazelle HoldcoCash Election Amount, as applicable, each Member shall be deemed entitled to receive the amount of such security, securities or other property that such Member would have provided an Election Notice with respect to (and shall make a Cash received if such Exchange Payment for) the number of Common Units the exchange of which would result in Parent issuing shares of Common Stock in excess of the Cap, (ii) neither the Company nor any Parent Party shall be obligated to effect any Exchange for a Cash Exchange Payment in the circumstances described in Section 2.01(b)(i) had occurred immediately prior to the extent effective date of such reclassification, reorganization, recapitalization, other similar transaction dividend or other distribution, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such exchange would constitute a breach reclassification, reorganization, recapitalization or default under a Specified Contract; provided that in such event, interest shall accrue at a per annum rate equal to the Base Rate (as such term in defined in the Existing Credit Agreement) beginning on the date such Case Exchange Payment would have been made had such Cash Exchange Payment not constituted a breach or default under a Specified Contract, (iii) neither the Company nor any Parent Party shall be obligated to effect any Exchange to the extent that such Exchange would constitute a violation of applicable Law; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the Common Units to the extent doing so would not constitute a violation of applicable Law, and (iv) neither the Company nor any Parent Party shall be obligated to effect any Exchange during any period of time during which Parent is permitted not to facilitate the registration and resale of Deliverable Common Stock pursuant to Section 2.1.6 of the Registration Rights Agreementother similar transaction. For the avoidance of doubt, if there is any decision reclassification, reorganization, recapitalization or other similar transaction in which the shares of Class A Stock are converted or changed into another security, securities or other property, or any dividend or distribution (other than an excluded dividend or distribution, as described above), this Section 3.7 shall continue to seek be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to the Stockholder Approval Common Units held by the Members and their Permitted Transferees as of the date hereof, as well as any Common Units hereafter acquired by a Member and his or her or its Permitted Transferees. (e) SEI shall at all times keep available, solely for the purpose of issuance upon an Exchange, such number of shares of Class A Stock that shall be issuable upon the Exchange of all such outstanding Common Units and shares of Class B Stock; provided, that nothing contained herein shall be construed to preclude SEI from satisfying its obligations with respect of an Exchange by delivery of shares of Class A Stock that are held in the treasury of SEI. SEI covenants that all respects shares of Class A Stock that shall be issued upon an Exchange shall, upon issuance thereof, be validly issued, fully paid and non-assessable. In addition, for so long as the shares of Class A Stock are listed on a National Securities Exchange, SEI shall use its commercially reasonable efforts to cause all shares of Class A Stock issued upon an Exchange to be listed on such National Securities Exchange at Parent’s the time of such issuance. (f) The issuance of shares of Class A Stock upon an Exchange shall be made without charge to the Exchanging Member for any stamp or other similar tax in respect of such issuance; provided, however, that if any such shares are to be issued in a name other than that of the Exchanging Member, then the Person or Persons in whose name the shares are to be issued shall pay to SEI the amount of any tax that may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of SEI that such tax has been paid or is not payable. (g) (h) Notwithstanding anything to the contrary in this Section 3.7, but subject to Section 3.7(h), an Exchanging Member shall be deemed to have offered to sell its Common Units and shares of Class B Stock as described in the Exchange Notice to SEI, and SEI may, in its sole discretion, by means of delivery of Call Election Notices and/or Revocation Notices in accordance with, and subject to the terms of, this Section 3.7(g), elect to purchase directly and acquire such Common Units and shares of Class B Stock on the Exchange Date by paying to the Exchanging Member (or, on the Exchanging Member’s written order, its designee) that number of shares of Class A Stock the Exchanging Member (or its designee) would otherwise receive pursuant to Section 3.7(a) or, at SEI’s election, an amount of cash equal to the Cash Election Amount of such shares of Class A Stock (the “Call Right”), whereupon SEI shall acquire the Common Units and shares of Class B Stock offered for exchange by the Exchanging Member and shall be treated for all purposes of this Agreement as the owner of such Common Units and shares of Class B Stock. In the event SEI shall exercise the Call Right, each of the Exchanging Member, the Company and SEI, as the case may be, shall treat the transaction between the Company and the Exchanging Member for federal income tax purposes as a sale of the Exchanging Member’s Common Units and shares of Class B Stock to SEI. (i) SEI may at any time in its sole discretion deliver written notice (a “Call Election Notice”) to each other Member setting forth its election to exercise its Call Right as contemplated by Section 3.7(g) with respect to future Exchanges (without needing to provide further notice of its intention to exercise its Call Right). Subject to the remainder of this Section 3.7(g)(ii), a Call Election Notice will be effective until SEI amends its Call Election Notice with a superseding Call Election Notice or revokes such Call Election Notice by delivery of a written notice of revocation delivered to each other Member or, with respect to a particular Exchange, the Company exercises its Cash Election (a “Revocation Notice”). A Call Election Notice may be amended or revoked by SEI at any time; provided that any Exchange Notice delivered by a Member will not, without such Member’s written consent, be affected by the subsequent delivery of a Revocation Notice or by an Exchange Notice that is not effective until after the Exchange Date. Following delivery of a Revocation Notice, SEI may deliver a new Call Election Notice pursuant to this Section 3.7(g). Any amendment of a Call Election Notice will not be effective until the Business Day after its delivery to each Member (other than SEI). Each Call Election Notice shall specify the date from which it shall be effective (which shall be no earlier than the Business Day after delivery).

Exchange of Common Units. (a) Subject to any restrictions set forth in the Governance Agreement and Section 2.01(b2.1(d), from and after the date of the closing of the IPO, each Holder Member shall be entitled from time to time after the second anniversary of this Agreement and entitled, upon the terms and subject to the conditions hereof, to surrender Common Units to the Company Common Units (other than unvested Common Units that were issued by the Company upon conversion of Profits Interests) in exchange (such exchange, an “Exchange” and such Holder, an “Exchanging Holder”) for the delivery by the to such exchanging Member, for each Company to the Exchanging Holder at the option of the Company Common Unit so surrendered, of either (ix) the Stock Amount; provided that any such Exchange is for a minimum of the lesser of 1,000 Common Units or all of the Common Units then held by such Member; or (y) if the disinterested members of the Board of Directors of GreenSky so elect, provided that the Exchange does not occur during a Corporate Event Period, the Cash Settlement Amount. Upon an Exchange, a number of shares of Class B Common Stock that is equal belonging to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment; provided that, notwithstanding anything herein to the contrary and subject to Section 2.01(b), each Holder (with a Holder and its Affiliates being treated as a single Holder) shall not be entitled to effect an Exchange (x) upon more than one occasion during any one-hundred-eighty (180) consecutive day period, (y) with respect to fewer than the Minimum Amount of Common Units or (z) with respect to more than the Maximum Amount of Common Units. Simultaneous with any such Exchange (without duplication of any Units otherwise issued in connection with contributions under the LLC Agreement not being conducted under this Agreement), the Company shall issue a number of Common Units to Gazelle Holdco exchanging Member equal to the number of Common Units surrendered Exchanged shall automatically be cancelled. Notwithstanding the foregoing, the Company, in its sole discretion, may refuse to Exchange any Common Units issued upon exercise of options and warrants if the Election of Exchange with respect to the Common Units issued upon exercise of such Exchangeoptions or warrants is not delivered to GreenSky and the Company within 30 days following the issuance of the Common Units. (b) Notwithstanding anything herein A Member shall exercise its right to Exchange Common Units and have shares of Class B Common Stock cancelled as set forth in Section 2.1(a) above by delivering to GreenSky and to the contrary Company a written election of exchange in the form of Exhibit A hereto (i) prior to obtaining an “Election of Exchange”), duly executed by such Member or such Member’s duly authorized attorney in respect of the Stockholder Approval, neither the Company nor any Parent Party may effect any Exchange by delivery of shares of Common Units and Class B Common Stock pursuant to be Exchanged and canceled, as the case may be, delivered during normal business hours in accordance with the notice provisions set forth in Section 2.01(a)(i), to 3.2. (c) Upon the extent such Exchange, together with all other Exchanges pursuant to this Agreement, would result in Parent issuing surrender for Exchange of the applicable Common Units and instructions or stock powers representing a corresponding number of shares of Class B Common Stock in excess the manner provided in this Article II, if the Class A Common Stock is eligible for the depository and book-entry services of the Cap; provided that, in such eventThe Depository Trust Company, the Company will, subject to Section 2.4 below, deliver or Gazelle Holdcocause to be delivered within three Trading Days the shares of Class A Common Stock deliverable to such exchanging Member through the facilities of The Depository Trust Company, as applicableto the account of the participant of The Depository Trust Company designated by such exchanging Member. Otherwise, the Company shall deliver or cause to be delivered within three Trading Days at the offices of the then-acting registrar and transfer agent of the Class A Common Stock or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of GreenSky, the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Member or its designee. (d) From time-to-time, if a Member in good faith believes that it may Exchange Common Units and desires to determine in advance whether the Company will elect to satisfy an Exchange with the Cash Settlement Amount pursuant to Section 2.1(a)(y), then the Member may request in writing in accordance with the notice provisions set forth in Section 3.2 that the Company advise it in advance of its decision through delivery of a cash election substantially in the form of Exhibit B hereto. Such cash election shall be deemed to have provided an Election Notice binding upon the Company with respect to any Election of Exchange received by GreenSky and the Company prior to the earlier of (i) 60 days following its delivery to the Member, or (ii) the end of the Company’s then current fiscal year. If the Company does not deliver such notice of its cash election within 5 Business Days of GreenSky’s and the Company’s receipt of such Member’s request, the Company shall make forfeit the right to satisfy such Exchange with the Cash Settlement Amount during the time period specified above. (e) Upon receiving an Election of Exchange from a Cash Member, the Company may elect to cause GreenSky to effect the Exchange Payment forunder Section 2.1(a) and deliver to the Member the number of Class A Shares or the Cash Settlement Amount that such Member is entitled to receive in the Exchange, in which event the Member shall deliver to GreenSky the Common Units being surrendered in the exchange Exchange. In all other cases, the Company shall effect the Exchange and, at the time of which would result the Closing of any such Exchange, unless provided for otherwise, GreenSky shall contribute to the Company the number of Class A Shares or the Cash Settlement Amount that such Member is entitled to receive in Parent issuing shares the Exchange and GreenSky shall be issued Common Units in an amount equal to the value of its contribution to the Company. (f) Notwithstanding anything to the contrary herein, no Member may Exchange Common Units pursuant to Section 2.1(a) during the 180 day period after the date set forth on the final prospectus used to sell Class A Common Stock in excess of the CapIPO, (ii) neither unless such Member has executed the Company nor any Parent Party shall be obligated to effect any Exchange for a Cash Exchange Payment Lock-Up Agreement with the Underwriters in the circumstances described in Section 2.01(b)(i) to the extent that such exchange would constitute a breach or default under a Specified Contract; provided that in such event, interest shall accrue at a per annum rate equal to the Base Rate (as such term in defined in the Existing Credit Agreement) beginning on the date such Case Exchange Payment would have been made had such Cash Exchange Payment not constituted a breach or default under a Specified Contract, (iii) neither the Company nor any Parent Party shall be obligated to effect any Exchange to the extent that such Exchange would constitute a violation of applicable Law; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the Common Units to the extent doing so would not constitute a violation of applicable Law, and (iv) neither the Company nor any Parent Party shall be obligated to effect any Exchange during any period of time during which Parent is permitted not to facilitate the registration and resale of Deliverable Common Stock pursuant to Section 2.1.6 of the Registration Rights Agreement. For the avoidance of doubt, any decision to seek the Stockholder Approval shall be in all respects at Parent’s sole discretionIPO.