Common use of Redemption Closing Clause in Contracts

Redemption Closing. The closing (the “Redemption Closing”) of the redemption of Call Units (to the extent applicable, after giving effect to the Derivative Equity Interest Exercise made by each Call Right Member) pursuant to Section 12.1(c)(iv) hereof shall be made at a date within ninety (90) days of the Initial Meeting Date. At the Redemption Closing, which shall be at a place and time reasonably selected by the Network, (i) each of the Call Right Members shall (A) if applicable, effect the Derivative Equity Interest Exercise in accordance with such Call Right Member’s Derivative Equity Interest Exercise Notice delivered pursuant to Section 12.1(b) hereof, (B) execute and deliver such documents as shall be reasonably requested by the Network, and (C) represent and warrant to the Network (in addition to such other customary representations and warranties requested by the Network) that such Call Units are being transferred to the Network free and clear of liens, encumbrances and interests or rights of other Persons, and (ii) the Network shall make payment to each Call Right Member in an amount equal to the Call Unit Price multiplied by a fraction, the numerator of which is the number of Call Units being redeemed from such Member and the denominator of which is the total number of Call Units, such payment to be made by wire transfer of immediately available funds to an account specified in writing by the Call Right Members. In the event that the Network fails to fully satisfy or be in a position to fully satisfy its obligations to purchase Call Units at the Redemption Closing and such Redemption Closing does not occur, (1) so long as all of the Call Right Members have fully satisfied or are in a position to fully satisfy at the Redemption Closing all of their conditions and obligations in connection with such Redemption Closing, the Network shall reimburse the Call Right Members for their actual and reasonable out of pocket expenses incurred (not to exceed $150,000.00 in the aggregate for all Call Right Members) in connection with the Redemption Closing (provided that such reimbursement shall not constitute, or be deemed to be, an admission of liability by the Network), and (2) the Network’s rights but not obligations to participate in such Redemption Closing shall automatically and irrevocably terminate. Following the Redemption Closing, in the event that (x) all of the Series A Preferred Units held by the Financial Investor Members and the DIRECTV Members have been purchased, redeemed or previously forfeited, or (y) all of the Series A Preferred Units held by the Financial Investor Members have been purchased, redeemed or previously forfeited and DIRECTV is a Limited Member, then all of the remaining Series A Preferred Units shall automatically be converted into Class A Common Units pursuant to Section 5.2(e)(iv)(2).

Redemption Closing. The closing (i) Within five (5) days following the date on which the WillowTree Financial Information Package delivered in respect of such Redemption Year has become final and binding upon the parties hereto pursuant to Section 3.5(g), the Company shall deliver to each Class A Unitholder a statement (the “Redemption ClosingClosing Statement”) setting forth (A) with respect to each Class A Unitholder, (I) the aggregate number of Units held by such Class A Unitholder, (II) the redemption number of Call Class A Units held by such Class A Unitholder that may be subject to (x) a Redemption Exercise with respect to the extent such Redemption Year and, if applicable, after giving effect to (y) the Derivative Equity Interest Exercise made by each Call Right Member) deferral right pursuant to Section 12.1(c)(iv3.5(c), and (III) hereof shall be made at in the event any such Class A Units are ultimately subject to a date within ninety (90) days valid Redemption Exercise with respect to such period, the maximum percentage of the Initial Meeting Date. At consideration to be paid in respect of such Class A Shares that the Company proposes to settle through the issuance of Parent Shares (the “Maximum Non-Cash Redemption Closing, which shall be at a place and time reasonably selected by the Network, (i) each of the Call Right Members shall (A) if applicable, effect the Derivative Equity Interest Exercise in accordance with such Call Right Member’s Derivative Equity Interest Exercise Notice delivered pursuant to Section 12.1(b) hereofPayment Percentage”), (B) execute the Exercise Period, (C) the Redemption Per Unit Minimum Value and deliver the Redemption Per Unit Illustrative Maximum Value and (D) instructions as to how such documents Class A Unitholder may effect a Redemption Exercise or deferral right pursuant to Section 3.5(c). The Class A Unitholders acknowledge and agree that the Redemption Per Unit Minimum Value and the Redemption Per Unit Illustrative Maximum Value are hypothetical values and that the actual Redemption Per Unit Value will depend on the Redemption Per Unit UAR Expense Amount, which, in turn, will vary based on participation of the Class A Unitholders in the applicable Redemption Exercise and certain other factors under the 2023 Rules. (ii) Promptly (but no less than seven (7) days) following the expiration of the Exercise Period with respect to such Redemption Year, the Principal Member shall provide to the Class A Representative Member (x) a statement setting forth the number of Redeemable Class A Units with respect to such Redemption Year, the names of the holders thereof and the aggregate Initial Class A Units and (y) such other information as shall may be reasonably requested by the NetworkClass A Representative Member in order to calculate the amounts due under the 2023 Rules. The Class A Representative Member shall thereafter provide to the Company and to Parent (A) the names of the Vested UAR Holders (identifying whether each Vested UAR Holder is (I) an employee of a member of the WillowTree Revenue Group or (II) an independent contractor or other service provider of a member of the WillowTree Revenue Group), the number of Vested UARs held by each such Vested UAR Holder (including whether such Vested UAR Holders continue to meet the applicable requirements under the 2023 Rules through the applicable UAR Payment Date) and, if a Vested UAR Holder is not an employee of the WillowTree Revenue Group, the payment instructions for such person, (B) the number of Unallocated Vested UARs, the Unallocated UAR Funds and the amount of the Unallocated UAR Funds (if any) that the Class A Representative Member directs to be paid to Vested UAR Holders, (C) the Redemption Per Unit UAR Expense Amount and (D) the UAR Payment Awards to be paid to each Vested UAR Holder (collectively, the “UAR Statement”). In the event any Vested UARs set forth in the UAR Statement are forfeited prior to the UAR Payment Date, the Class A Representative Member shall provide an updated UAR Statement and the Class A Representative Member and the Company shall work in good faith to update the other relevant calculations under this Section 3.5(h) accordingly. (iii) Within seven (7) days following the delivery by the Class A Representative Member of a correctly compiled UAR Statement, if a valid Redemption Exercise is made with respect to a Class A Unitholder, the Company shall deliver to such Class A Unitholder a statement (A) setting forth (I) the number of such Class A Unitholder’s Redeemable Class A Units, (II) the Redemption Per Unit Value and (III) the Redemption Exchange Value payable to such Class A Unitholder with respect to such Redemption Exercise, (B) the amount of such Redemption Exchange Value to be paid in cash (such cash amount, the “Cash Redemption Payment”), (C) if applicable, the percentage of such Redemption Exchange Value to be settled through the issuance of Parent Shares, which percentage shall not exceed the Maximum Non-Cash Redemption Payment Percentage notified pursuant to Section 3.5(h)(i)(A)(iii) (the amount of a Redemption Exchange Value to be settled in Parent Shares is referred to herein as the “Non-Cash Redemption Payment”), and (CD) represent attaching copies of the applicable forms set forth in Section 3.5(h)(iv)(A) (iv) The closing of the redemption of all Redeemable Class A Units shall take place on a date (the “Redemption Closing Date”) mutually agreed between the Company and warrant the Class A Representative Member within thirty (30) days after the delivery of the statement set forth in Section 3.5(h)(iii). At the Redemption Closing Date: (A) Each holder of Redeemable Class A Units shall deliver to the Network Company (x) a duly executed consent (in addition a form reasonably satisfactory to the Company) that contains only the following provisions: (I) such holder’s consent to the relevant redemption, (II) such holder’s surrender of such holder’s redeemed Class A Units and any rights related thereto and (III) if such holder is a married resident of a community property jurisdiction (in the USA currently the states of Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin), a spousal consent from such holder’s spouse and (y) if the Company has elected to satisfy a portion of the related Redemption Exchange Value through the issuance of Parent Shares, a duly completed accredited investor questionnaire in the form attached as Exhibit B (as such form may reasonably be revised by the Principal Member to reflect changes of applicable securities Laws between the Effective Date and the relevant Redemption Closing Date). (B) The Company shall pay to each holder of Redeemable Class A Units (x) the applicable Cash Redemption Payment less (y) if applicable, any Class A Offset Amount applicable to such other customary representations and warranties requested by the Network) that such Call Units are being transferred to the Network free and clear of liensholder as set forth in a Class A Expense Fund Notice, encumbrances and interests or rights of other Persons, and (ii) the Network shall make payment to each Call Right Member in an amount equal to the Call Unit Price multiplied by a fraction, the numerator of which is the number of Call Units being redeemed from such Member and the denominator of which is the total number of Call Units, such payment to be made cash by wire transfer of immediately available funds funds. (C) Parent shall issue to an account specified each holder of Redeemable Class A Units Parent Shares representing the applicable Non-Cash Redemption Payment (if any) (calculated in writing accordance with Section 3.5(d)). (D) If the Class A Representative Member timely delivers a Class A Expense Fund Notice, the Company shall pay to the Class A Expense Fund (as directed by the Call Right Members. In the event that the Network fails to fully satisfy or be in a position to fully satisfy its obligations to purchase Call Units at the Redemption Closing and such Redemption Closing does not occur, (1) so long as all of the Call Right Members have fully satisfied or are in a position to fully satisfy at the Redemption Closing all of their conditions and obligations in connection with such Redemption Closing, the Network shall reimburse the Call Right Members for their actual and reasonable out of pocket expenses incurred (not to exceed $150,000.00 in the aggregate for all Call Right Members) in connection with the Redemption Closing (provided that such reimbursement shall not constitute, or be deemed to be, an admission of liability by the Network), and (2Class A Representative Member) the Network’s rights but not obligations to participate in such Redemption Closing shall automatically and irrevocably terminate. Following the Redemption Closing, in the event that (x) all of the Series A Preferred Units held by the Financial Investor Members and the DIRECTV Members have been purchased, redeemed or previously forfeited, or (y) all of the Series A Preferred Units held by the Financial Investor Members have been purchased, redeemed or previously forfeited and DIRECTV is a Limited Member, then all of the remaining Series A Preferred Units shall automatically be converted into applicable Class A Common Units pursuant to Section 5.2(e)(iv)(2)Offset Amount in cash by wire transfer of immediately available funds.

Redemption Closing. The closing (i) Within five (5) days following the date on which the WillowTree Financial Information Package delivered in respect of such Redemption Year has become final and binding upon the parties hereto pursuant to Section 3.5(g), the Company shall deliver to each Class A Unitholder a statement (the “Redemption ClosingClosing Statement”) setting forth (A) with respect to each Class A Unitholder, (I) the aggregate number of Units held by such Class A Unitholder, (II) the number of Class A Units held by such Class A Unitholder that may be subject to (x) a Redemption Exercise with respect to such Redemption Year and, if applicable, (y) the deferral right pursuant to Section 3.5(c), and (III) in the event any such Class A Units are ultimately subject to a valid Redemption Exercise with respect to such period, the maximum percentage of the consideration to be paid in respect of such Class A Shares that the Company proposes to settle through the issuance of Parent Shares (the “Maximum Non-Cash Redemption Payment”), (B) the Exercise Period, (C) the Redemption Per Unit Value and (D) instructions as to how such Class A Unitholder may effect a Redemption Exercise or deferral right pursuant to Section 3.5(c). (ii) Within five (5) days following the expiration of the Exercise Period, if a valid Redemption Exercise is made with respect to a Class A Unitholder, the Company shall deliver to such Class A Unitholder a statement (A) setting forth (I) the number of such Class A Unitholder’s Redeemable Class A Units, (II) the Redemption Per Unit Value and (III) the Redemption Exchange Value payable to such Class A Unitholder with respect to such Redemption Exercise and, if applicable, (B) the percentage of such Redemption Exchange Value to be paid in cash (the “Cash Redemption Payment”) and (C) the percentage of such Redemption Exchange Value to be settled through the issuance of Parent Shares, which percentage shall not exceed the Maximum Non-Cash Redemption Payment (the “Non-Cash Redemption Payment”), and (D) attaching copies of the applicable forms set forth in Section 3.5(h)(iii)(A). (iii) The closing of the redemption of Call all Redeemable Class A Units (to the extent applicable, after giving effect to the Derivative Equity Interest Exercise made by each Call Right Member) pursuant to Section 12.1(c)(iv) hereof shall be made at take place on a date (the “Redemption Closing Date”) mutually agreed between the Company and the Class A Representative Member within ninety thirty (9030) days after the delivery of the Initial Meeting Datestatement set forth in Section 3.5(h)(ii). At the Redemption ClosingClosing Date: (A) Each holder of Redeemable Class A Units shall deliver to the Company (x) a duly executed consent (in a form reasonably satisfactory to the Company) that contains only the following provisions: (I) such holder’s consent to the relevant redemption, which shall (II) such holder’s surrender of such holder’s redeemed Class A Units and any rights related thereto and (III) if such holder is a married resident of a community property jurisdiction (in the USA currently the states of Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin), a spousal consent from such holder’s spouse and (y) if the Company has elected to satisfy a portion of the related Redemption Exchange Value through the issuance of Parent Shares, a duly completed accredited investor questionnaire in the form attached as Exhibit B (as such form may reasonably be at a place and time reasonably selected revised by the Network, Principal Member to reflect changes of applicable securities Laws between the Effective Date and the relevant Redemption Closing Date). (iB) The Company shall pay to each holder of Redeemable Class A Units (x) the Call Right Members shall applicable Cash Redemption Payment less (Ay) if applicable, effect the Derivative Equity Interest Exercise in accordance with such Call Right Member’s Derivative Equity Interest Exercise Notice delivered pursuant to Section 12.1(b) hereof, (B) execute and deliver such documents as shall be reasonably requested by the Network, and (C) represent and warrant to the Network (in addition any Class A Offset Amount applicable to such other customary representations and warranties requested by the Network) that such Call Units are being transferred to the Network free and clear of liensholder as set forth in a Class A Expense Fund Notice, encumbrances and interests or rights of other Persons, and (ii) the Network shall make payment to each Call Right Member in an amount equal to the Call Unit Price multiplied by a fraction, the numerator of which is the number of Call Units being redeemed from such Member and the denominator of which is the total number of Call Units, such payment to be made cash by wire transfer of immediately available funds funds. (C) Parent shall issue Parent Shares representing the applicable Non-Cash Redemption Payment (calculated in accordance with Section 3.5(d)). (D) If the Class A Representative Member timely delivers a Class A Expense Fund Notice, the Company shall pay to an account specified in writing the Class A Expense Fund (as directed by the Call Right Members. In the event that the Network fails to fully satisfy or be in a position to fully satisfy its obligations to purchase Call Units at the Redemption Closing and such Redemption Closing does not occur, (1) so long as all of the Call Right Members have fully satisfied or are in a position to fully satisfy at the Redemption Closing all of their conditions and obligations in connection with such Redemption Closing, the Network shall reimburse the Call Right Members for their actual and reasonable out of pocket expenses incurred (not to exceed $150,000.00 in the aggregate for all Call Right Members) in connection with the Redemption Closing (provided that such reimbursement shall not constitute, or be deemed to be, an admission of liability by the Network), and (2Class A Representative Member) the Network’s rights but not obligations to participate in such Redemption Closing shall automatically and irrevocably terminate. Following the Redemption Closing, in the event that (x) all of the Series A Preferred Units held by the Financial Investor Members and the DIRECTV Members have been purchased, redeemed or previously forfeited, or (y) all of the Series A Preferred Units held by the Financial Investor Members have been purchased, redeemed or previously forfeited and DIRECTV is a Limited Member, then all of the remaining Series A Preferred Units shall automatically be converted into applicable Class A Common Units pursuant to Section 5.2(e)(iv)(2)Offset Amount in cash by wire transfer of immediately available funds.