Common use of Exchange Payment Clause in Contracts

Exchange Payment. (a) The Exchange shall be consummated on the Exchange Date; provided that, in the event that an Exchange Notice with respect to an Unrestricted Exchange is delivered pursuant to Section 2.1(b) and specifies that it is predicated upon the settlement of an Exchange of Paired Interests sooner than on the Exchange Date, the Corporation and OpCo shall use their respective commercially reasonable efforts to consummate the Exchange on the date specified in such Exchange Notice; provided further that, notwithstanding anything to the contrary contained in this Agreement, in the event that an Exchange Notice is delivered in connection with a Secondary Offering or a block sale pursuant to Rule 144 of the Securities Act or other exemption from registration thereunder that is not an underwritten distribution but is an Unrestricted Exchange, the Exchange Date shall be the settlement date of such Secondary Offering or such block sale and the Exchange shall be consummated no later than the settlement of such Secondary Offering or such block sale on such date. (b) In connection with any Exchange, the Exchanging Member shall make any applicable Certificate Delivery requested or required by the Corporation. (c) On the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date), in the case of a Redemption, (i) the Corporation shall contribute to OpCo, for delivery to the Exchanging Member (x) the Stock Exchange Payment with respect to any Exchanged Units not subject to a Cash Exchange Notice and (y) the Cash Exchange Payment with respect to any Exchanged Units subject to a Cash Exchange Notice, (ii) the Exchanging Member (A) shall transfer and surrender the Exchanged Units to OpCo and (B) surrender the corresponding number of Class B Common Shares to the Corporation and the Corporation shall cancel such Class B Common Share, free and clear of all Liens and encumbrances, (iii) OpCo shall issue to the Corporation a number of Common Units equal to the number of Exchanged Units surrendered pursuant to the preceding clause (ii), (iv) solely to the extent necessary in connection with a Redemption, the Corporation shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Class A Common Shares to maintain a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding Class A Common Shares, taking into account the issuance in the preceding clause (iii), any Stock Exchange Payment, and any other action taken in connection with this Section 2.2, and (v) OpCo shall (x) cancel the redeemed Exchanged Units and (y) transfer to the Exchanging Member the Cash Exchange Payment and/or the Stock Exchange Payment, as applicable. (d) On the Exchange Date (to be effective immediately prior to the close of business on the Exchange Date), in the case of a Direct Exchange, (i) the Corporation shall deliver to the Exchanging Member, (x) the Stock Exchange Payment with respect to any Exchanged Units not subject to a Cash Exchange Notice and (y) the Cash Exchange Payment with respect to any Exchanged Units subject to a Cash Exchange Notice, (ii) the Exchanging Member shall transfer to the Corporation the Exchanged Units and the corresponding Class B Common Shares (it being understood that the Corporation shall cancel the surrendered Class B Common Shares), free and clear of all Liens and encumbrances, and (iii) solely to the extent necessary in connection with a Direct Exchange, the Corporation shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Class A Common Shares to maintain a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding Class A Common Shares, any Stock Exchange Payment, and any other action taken in connection with this Section 2.2. (e) Upon the Exchange of all of an LLC Unitholder’s Common Units and Restricted Common Units, such LLC Unitholder shall cease to be a Member (as such term is defined in the OpCo LLC Agreement) of OpCo.

Exchange Payment. (a) (i) On or prior to the Closing Date, and subject to Section 2.6(g), LEC or Newco Corp shall deposit with the Payment Agent an amount in cash equal to (x) the sum of: (A) the Series A Preferred Aggregate Liquidation Preference, (B) the Aggregate Substitute Cash Amount and (C) the aggregate amount of all of the Fractional Equivalent Amounts due to Participating Securityholders pursuant to Section 2.6(a)(ii). The deposit made by LEC pursuant to this Section 2.6(a)(i) is hereinafter referred to as the “Cash Payment Fund”. The Cash Payment Fund shall not be used for any purpose that is not expressly provided for in this Agreement; provided, that LEC may direct the Payment Agent to invest the Cash Payment Fund in obligations guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Corporation, respectively. (ii) On or prior to the Closing Date, LEC or Newco Corp shall deposit or cause to be deposited in trust with the Payment Agent that number of shares of LEC Stock as are issuable pursuant to this Section 2 in respect of shares of Company Common Stock and Company Warrants (such number of shares, together with the Cash Payment Fund, the “Exchange Fund”). Notwithstanding any other provision of this Agreement, no fractional shares of LEC Stock and no certificates or other evidence of ownership thereof will be issued in connection with the Merger; instead, each Participating Securityholder who would otherwise be entitled to a fractional share of LEC Stock shall be consummated on entitled to an amount in cash equal to (after taking into account and aggregating all shares or fractional shares of Company Common Stock to which such holder is entitled) such Participating Securityholder’s Fractional Equivalent Amount. (iii) Not later than two (2) Business Days after the Exchange Closing Date; provided that, the Payment Agent shall mail to the Participating Securityholders who have not previously delivered an executed Letter of Transmittal to the Payment Agent: (A) a Letter of Transmittal and (B) instructions for effecting the surrender of Company Stock Certificates or Company Warrants, as applicable, in exchange for the consideration set forth in this Agreement. (iv) With respect to Company Stockholders as of immediately prior to the Effective Time, upon surrender of a Company Stock Certificate to the Payment Agent, together with a duly executed Letter of Transmittal (which shall include the Release Obligation) that has been completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the Payment Agent, from and after the Effective Time, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange for each share of Company Capital Stock evidenced thereby, in the event that an Exchange Notice with respect to an Unrestricted Exchange is delivered pursuant to Section 2.1(b) and specifies that it is predicated upon the settlement case of an Exchange of Paired Interests sooner than on the Exchange DateCompany Common Stock, the Corporation and OpCo shall use their respective commercially reasonable efforts to consummate applicable Per Share Consideration and, in the Exchange on case of Company Series A Preferred Stock, the date specified Series A Preferred Per Share Liquidation Preference, in such Exchange Notice; provided further that, notwithstanding anything to the contrary contained in accordance with this Agreement, and (B) the Company Certificate so surrendered shall be immediately canceled. (v) With respect to the Warrant Holders as of immediately prior to the Effective Time who have delivered a duly executed Warrant Cancellation Agreement to GSE, upon delivery of a Company Warrant held by such Warrant Holder and associated executed Letter of Transmittal (which shall include the Release Obligation) delivered to the Paying Agent, and such other customary documents as may reasonably be required by the Payment Agent, from and after the Effective Time, such Warrant Holder shall be entitled to receive in exchange therefore the event that an Exchange Notice is delivered applicable Per Share Warrant Consideration in connection accordance with this Agreement. (vi) If any Company Stock Certificate or Company Warrant shall have been lost, stolen or destroyed, then LEC may, as a Secondary Offering or a block sale pursuant condition to Rule 144 the payment and issuance, as applicable, of the Securities Act or other exemption from registration thereunder that is not an underwritten distribution but is an Unrestricted ExchangePer Share Consideration, the Exchange Date shall be Series A Preferred Per Share Liquidation Preference, the settlement date of such Secondary Offering Per Share Warrant Consideration, or such block sale and the Exchange shall be consummated no later than Fractional Share Equivalent, as applicable, require the settlement of such Secondary Offering or such block sale on such dateowner thereof to provide a reasonably appropriate affidavit to the Payment Agent, including customary indemnification. (b) In connection with any ExchangeSubject to Section 2.6(c), not later than two (2) Business Days after the receipt by the Payment Agent of a Participating Securityholder’s duly executed Letter of Transmittal and surrendered Company Stock Certificates and Company Warrants, as applicable, the Exchanging Member Payment Agent shall make any applicable Certificate Delivery requested or required by the Corporation. (c) On the Exchange Date (pay to be effective immediately prior to the close of business on the Exchange Date), such Participating Securityholder in such amounts as set forth in the case of a RedemptionAllocation Schedule, (i) the Corporation shall contribute to OpCo, for delivery to the Exchanging Member (x) the Stock Exchange Payment with respect to any Exchanged Units not subject to a Cash Exchange Notice and (y) the Cash Exchange Payment with respect to any Exchanged Units subject to a Cash Exchange Notice, (ii) the Exchanging Member in shares of LEC Stock: (A) shall transfer and surrender for each share of Company Common Stock, the Exchanged Units to OpCo Per Share Closing Date Stock Consideration divided by the IPO Price, and (B) surrender the corresponding number of Class B Common Shares to the Corporation and the Corporation shall cancel such Class B Common for each Exercisable Share, free the Per Share Closing Date Warrant Consideration divided by the IPO Price, and clear of all Liens and encumbrances, (iiiii) OpCo shall issue to the Corporation a number of Common Units in cash: an amount equal to the number of Exchanged Units surrendered pursuant to the preceding clause (ii), (iv) solely to the extent necessary in connection with a Redemption, the Corporation shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Class Series A Common Shares to maintain a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, Preferred Per Share Liquidation Preference and the number of outstanding Class A Common Shares, taking into account the issuance in the preceding clause (iii), any Stock Exchange Payment, and any other action taken in connection with this Section 2.2, and (v) OpCo shall (x) cancel the redeemed Exchanged Units and (y) transfer to the Exchanging Member the Cash Exchange Payment and/or the Stock Exchange PaymentFractional Share Equivalent, as applicable. (i) Notwithstanding anything in this Agreement to the contrary, LEC shall not be obligated to issue shares of LEC Stock to any Participating Securityholder that is not a Confirmed Accredited Investor (each, a “Non-Accredited Company Holder”). If LEC elects not to issue shares of LEC Stock to any Non-Accredited Company Holder that it would otherwise be entitled under Sections 2.1(b) or 2.3 (subject, in all cases, to the exchange procedures set forth this Section 2.6), then such Non-Accredited Company Holder shall be entitled to the equivalent of the Per Share Consideration and Per Share Warrant Consideration, as applicable, in cash, which amount shall be equal to the sum of the following: (A) an amount for each share of LEC Stock that the Non-Accredited Company Holder as a Company Stockholder would otherwise be entitled to pursuant to Section 2.1(b) equal to the product of (i) the Per Share Consideration and (ii) the IPO Price; plus (B) an amount for each share of LEC Stock that the Non-Accredited Company Holder as a Warrant Holder would otherwise be entitled to pursuant to Section 2.3 equal to the product of (i) the applicable Per Share Warrant Consideration and (ii) the IPO Price ((A) and (B), the “Aggregate Substitute Cash Amount”). (ii) LEC shall notify the Company and the Payment Agent not less than three (3) days prior to the Closing Date of its election to pay the Non-Accredited Company Holders the Aggregate Substitute Cash Amount. (iii) Not later than two (2) Business Days after the receipt by the Payment Agent of a Non-Accredited Company Holder’s duly executed Letter of Transmittal and evidence that GSE has received a duly executed Warrant Cancellation Agreement, as applicable, and surrendered Company Stock Certificates or Company Warrants, as applicable, the Payment Agent shall pay to such Non-Accredited Company Holder; provided, however, that any such payment shall not be made before the date that is six (6) months after the Effective Date: (A) an amount for each share of LEC Stock that the Non-Accredited Company Holder as a Company Stockholder would otherwise be entitled to pursuant to Section 2.1(b) equal to the product of (i) the Per Share Closing Date Stock Consideration and (ii) the IPO Price; plus (B) an amount for each share of LEC Stock that the Non-Accredited Company Holder as a Warrant Holder would otherwise be entitled to pursuant to Section 2.3 equal to the product of (i) the applicable Per Share Closing Date Warrant Consideration and (ii) the IPO Price. (d) On No dividends or other distributions declared or made with respect to LEC Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate or Company Warrant with respect to the shares of LEC Stock issuable upon surrender thereof until the surrender of such Company Stock Certificate or Company Warrant in accordance with this Section 2. Subject to escheat, abandoned property, Tax or other applicable Law, following surrender of such Company Stock Certificate or Company Warrant, there shall be paid to the holder of the Company Stock Certificate or Company Warrant representing whole shares of LEC Stock issued in exchange therefor, without interest, the amount of dividends or other distributions declared on the shares of LEC Stock with a record date after the Effective Time and a payment date prior to such surrender that is payable with respect to such whole shares of LEC Stock. (e) Any portion of the Exchange Fund, including investment proceeds thereon, if any, that remains undistributed to Participating Securityholders on the day following the day that is twelve (12) months after the Closing Date shall be delivered to LEC upon demand, and any Participating Securityholders who have not theretofore surrendered their Company Stock Certificates and/or Company Warrants (as the case may be) and executed a Letter of Transmittal and Warrant Cancellation Agreement, as applicable, shall thereafter, subject to the provisions of this Agreement, look only to the Surviving Corporation (subject to any escheat, abandoned property, Tax or other applicable Law) for satisfaction of their claims for the amounts payable in accordance with Section 2.1 and Section 2.3. (f) None of LEC, the Surviving Corporation or any of LEC’s Affiliates shall be liable to any holder or former holder of shares of Company Capital Stock or any current or former Participating Securityholder with respect to any cash amounts or LEC Stock properly delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law. (g) Each of LEC, the Company, the Surviving Corporation, the Payment Agent, the Escrow Agent and their respective agents will be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Participating Securityholder such amounts it reasonably determines that it is required to deduct and withhold under the Code or any other Tax Law. To the extent that amounts are so withheld and properly paid over to the applicable governmental Tax authority, any withheld amounts will be treated as having been paid to the applicable Participating Securityholder. (h) The Company shall deliver to LEC, not less than five (5) Business Days prior to the anticipated Closing Date, the Closing Financial Estimate. During the period following LEC’s receipt of the Closing Financial Estimate, the Company shall provide to LEC and Newco Corp and their respective authorized representatives reasonable access to all records used in preparing such Closing Financial Estimate (and employees of the Company who can adequately answer questions on the Closing Financial Estimate, including such access to facilities as is reasonably necessary to have such access to such employees) and, if applicable, the Company’s outside accountants and their work papers and other documents used in preparing such Closing Financial Estimate. LEC shall promptly notify the Company in writing (including by email) if it disputes any of the items in the Closing Financial Estimate, specifying each disputed item and the estimated amount thereof in dispute and the basis for such dispute. The parties shall in good faith attempt to promptly resolve any such dispute prior to the Closing Date; provided, however, that if the parties are not able to reach mutual agreement prior to the Closing Date, LEC’s calculations of such disputed items shall be reflected on the Closing Financial Certificate. As of the Closing, the Company shall deliver to LEC the Closing Financial Certificate. To the extent reflected in the Closing Financial Certificate, in accordance with Section 6.10, LEC shall wire the amount of any Unpaid Company Expenses and Company Retired Indebtedness to the applicable Person(s) owed such Unpaid Company Expenses and Company Retired Indebtedness pursuant to wire instructions (such wire instructions to be effective provided to LEC by the Company at least three (3) Business Days prior to the Closing Date). For avoidance of doubt, after the Effective Time, all Company Assumed Indebtedness shall remain an obligation of the Company and none of the Participating Securityholders shall have any obligation therefor, subject to any indemnification obligations under Section 9. (i) (i) The Company (at or prior to the Closing Date) or the Stockholders’ Representative (following the Closing Date) shall deliver to the Surviving Corporation, the Payment Agent and the Escrow Agent, as applicable, a schedule (in each case, an “Allocation Schedule”) setting forth the portion of the cash or stock that each Participating Securityholder is entitled to receive or the portion of such Damages that a LEC Indemnified Party is entitled to recover from each Participating Securityholder, as applicable, in accordance with the following timing requirements: (A) not less than five (5) Business Days prior to the anticipated Closing Date, (B) within five (5) Business Days after the final determination that any Post-Closing Adjustment Amount is payable by LEC to the Participating Securityholders, if any, (C) not less than five (5) Business Days prior to the anticipated date that any cash or stock is to be released to the Participating Securityholders from the Escrow Fund or the Stockholders’ Representative’s Reserve, and (D) not less than five (5) Business Days following the final determination of any Indemnification Demand by a LEC Indemnified Party pursuant to Section 9.1(d) that is payable pursuant to Section 9.3(a)(2). Each of LEC, the Surviving Corporation, the Payment Agent and the Escrow Agent, as applicable, shall be entitled to rely on each Allocation Schedule without further inquiry. (ii) Each Allocation Schedule shall also set forth, as of immediately prior to the close of business on the Exchange Date), in the case of a Direct ExchangeEffective Time, (i) the Corporation shall deliver aggregate number of issued and outstanding shares of Company Common Stock (including any Down-Round Shares) as of immediately prior to the Exchanging Member, (x) the Stock Exchange Payment with respect to any Exchanged Units not subject to a Cash Exchange Notice and (y) the Cash Exchange Payment with respect to any Exchanged Units subject to a Cash Exchange NoticeEffective Time, (ii) the Exchanging Member shall transfer aggregate number of issued and outstanding shares of Company Series A Preferred Stock as of immediately prior to the Corporation Effective Time, (iii) the Exchanged Units and number of shares of Company Common Stock for which Company Warrants are exercisable as of immediately prior to the corresponding Class B Effective Time, (iv) the number of shares of Company Common Shares Stock (it being understood that the Corporation shall cancel the surrendered Class B Common including any Down-Round Shares), free and clear Company Series A Preferred Stock and/or Company Warrants owned by each Participating Securityholder as of all Liens and encumbrancesimmediately prior to the Effective Time (including setting forth any transfers after the date of this Agreement (“Post-Signing Transfers”), and (iiivi) solely to the extent necessary in connection with a Direct Exchangename, the Corporation shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Class A Common Shares to maintain a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectlyaddress, and the number of outstanding Class A Common Sharesif available, any Stock Exchange Payment, and any other action taken in connection with this Section 2.2electronic mail address for each Participating Securityholder. (ei) Upon Within sixty (60) days after the Exchange Closing Date, LEC shall prepare and deliver to the Stockholders’ Representative a written notice (the “Post-Closing Adjustment Notice”) setting forth the good faith determination made by LEC of: (A) the Cash, (B) the Company Current Assets; and (C) the Company Current Liabilities, Company Retired Indebtedness and Unpaid Company Expenses. Following delivery of the Post-Closing Adjustment Notice, at the Stockholders’ Representative’s written request, LEC shall provide the Stockholders’ Representative and its authorized representatives reasonable access to all records used in preparing such Post-Closing Adjustment Notice (and employees of an LLC UnitholderLEC who can adequately answer questions on the Post-Closing Adjustment Notice, including such access to facilities as is reasonably necessary to have such access to such employees) and, if applicable, LEC’s Common Units outside accountants and Restricted Common Units, their work papers and other documents used in preparing such LLC Unitholder shall cease to be a Member (as such term is defined Post-Closing Adjustment Notice. Unless the Stockholders’ Representative disputes the calculation in the OpCo LLC AgreementPost-Closing Adjustment Notice in writing (specifying the basis for such dispute in reasonable detail) within thirty (30) days following delivery of OpCosuch notice, the Post-Closing Adjustment Notice shall be final and binding.