Common use of Rollover Clause in Contracts

Rollover. At the Rollover Closing (as defined below), upon the terms and subject to the conditions of this Agreement, each Stockholder and TopCo hereby agree to take the following actions: (a) Each Stockholder shall transfer, contribute and deliver to TopCo the Rollover Shares held by such Stockholder, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) (the “Rollover Contribution”). (b) Immediately after the Rollover Contribution, TopCo shall (i) transfer, contribute and deliver (or cause to be transferred, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal to the Rolled Value of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B. (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreement. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Code.

Rollover. At As contemplated by the Rollover Closing (as defined below)Letter Agreements, upon immediately following the terms and subject to the conditions of this Agreement, each Stockholder and TopCo hereby agree to take the following actionsEffective Time: (a) Each Stockholder Seller shall transferbe deemed to distribute the KRATON Rollover Interests to Ripplewood Chemical Management LLC, contribute and deliver which shall immediately thereafter be deemed to TopCo distribute the KRATON Rollover Shares held by such StockholderInterests to the Reinvesting Employees, in with each case, free and clear Reinvesting Employee receiving that proportion of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) (KRATON Rollover Interests that his or her Rollover Value bears to the “Aggregate Rollover Contribution”).Value; (b) Immediately after the immediately thereafter, each Reinvesting Employee shall be deemed to contribute his or her KRATON Rollover Contribution, TopCo shall (i) transfer, contribute and deliver (or cause Interests to be transferred, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder KRATON Management LLC in exchange for a number of TopCo Units membership units of KRATON Management LLC determined by dividing that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied Reinvesting Employee’s Rollover Value by the price per TopCo Preferred Unit plus (B) the number value of TopCo Common Units Issued multiplied a membership unit of TJ Chemical Holdings LLC, as determined in good faith by the price per TopCo Common Unit) equal to the Rolled Value board of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio directors of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B.TJ Chemical Holdings LLC; (c) Each Stockholder acknowledges and agrees that such Stockholder immediately thereafter, KRATON Management LLC shall not receive any cash payments under be deemed to contribute the Merger Agreement KRATON Rollover Interests to TJ Chemical Holdings LLC in exchange for the Rollover Shares delivered by such Stockholder pursuant a number of membership units of TJ Chemical Holdings LLC equal to the Rollover Contribution, including aggregate number of membership units of KRATON Management LLC issued to the Merger Consideration or any payments under Section 2.06 of the Merger Agreement.Reinvesting Employees; (d) No later than 30 days prior immediately thereafter, TJ Chemical Holdings LLC shall be deemed to contribute the Closing, each Stockholder shall update Schedule BKRATON Rollover Interests to Buyer; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value.and (e) The parties hereto intend thatimmediately thereafter, for U.S. federal and applicable state and local income Tax purposes, the transfer of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, Buyer shall be treated as a transaction described under Section 351(a) of deemed to contribute the Code (andKRATON Rollover Interests to KRATON, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash which thereupon shall be treated as a sale or exchange governed by Section 1001 of deemed to cancel the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the KRATON Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the CodeInterests.

Rollover. At the Rollover Closing (as defined below)Closing, upon the terms and subject to the conditions of this Agreement, each Stockholder and TopCo Investor hereby agree to take the following actions: (a) Each Stockholder shall transfer, contribute and deliver to TopCo the Rollover Shares held by such Stockholder, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) (the “Rollover Contribution”). (b) Immediately after the Rollover Contribution, TopCo shall (i) transfer, contribute and deliver (or cause to be transferred, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal to the Rolled Value of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B. (c) Each Stockholder acknowledges and agrees that such Stockholder Investor shall be deemed to have waived any and all rights under the Merger Agreement to receive the Merger Consideration in exchange for, or in respect of, such Investor’s Rollover Interests. Each Investor acknowledges that such Investor will not receive any cash payments under payment for the Rollover Interests held by him or it (as applicable) pursuant to the Transactions and that in consideration of such Investor relinquishing its right to receive Merger Consideration in respect of the Rollover Interests held by him or it (as applicable) in connection with the Transactions, such Rollover Interests shall remain issued and outstanding equity interests or profits interests in the Company and/or OpCo, as applicable. As used herein, “Rollover Interests” shall mean a number of Interests that are Shares of the Company, OpCo Membership Interests or OpCo Profits Units that collectively, using the Merger Consideration applicable to such Rollover Interests, have a value equal to (i) the aggregate value of all Interests (calculated using the Merger Consideration applicable to such Interests) minus (ii) $200,000,000, rounded to the nearest Share of the Company, OpCo Membership Interest or OpCo Profits Unit, as applicable. Notwithstanding anything in the Merger Agreement to the contrary, (x) the OpCo Merger Consideration for the OpCo Membership Interests held by the Investors shall be determined without deduction of the OpCo Membership Interest Distribution Amount and (y) the OpCo Profits Units Merger Consideration for the OpCo Profits Units held by the Investors shall, for the avoidance of doubt, be determined by reference to the OpCo Merger Consideration (without deduction of the OpCo Membership Interest Distribution Amount) and taking into account any hurdle amount, catch-up hurdle amounts, catch-up adjustments or other similar adjustments as set forth in the terms of the applicable OpCo Profits Units. No later than 90 days following the date of this Agreement, AE shall designate in AE’s sole discretion (on his behalf and on behalf of the other Investors) the Interests of the Investors that will comprise the Rollover Shares delivered Interests and their corresponding values by such Stockholder delivering to the Parent Entities an updated Exhibit A to specifically identify the Rollover Interests in the column titled “Rollover Interests”. AE shall take actions reasonably within his control to cause the applicable HoldCo to (1) comply with the terms of this Rollover Agreement, and (2) consummate the Rollover Closing pursuant to this Agreement and pursuant to the Rollover Contributionrollover agreement by and among, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreement. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule Bamong others, the Rollover Shares and their corresponding Rolled ValueParent Entities, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until HoldCos. The rights, obligations, representations, warranties and covenants of the date falling 15 days prior HoldCos under this Agreement are limited solely to the Closing; provided that Interests for which the aggregate Rolled Value applicable HoldCo is the record owner and if any HoldCo is not or ceases to be a record holder of all any Rollover Shares Interests, such HoldCo shall equal automatically cease to be included in the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer definition of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, “Investor” for the avoidance purposes of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Codethis Agreement.

Rollover. At the Rollover Closing (as defined below), upon On the terms and subject to the conditions of this Agreementset forth herein, each Stockholder and TopCo hereby agree to take the following actions: (a) Each Stockholder each Holder agrees, at the Rollover Closing, to contribute, transfer and assign to Topco such Holder’s Rollover Indebtedness and Rollover Warrants, in exchange for the issuance by Topco to such Holder of such Holder’s Exchange Series A Preferred Units and Exchange Common Units, and each Holder shall transfer, contribute execute and deliver to TopCo Topco a counterpart signature page to the Topco A&R LLC Agreement and such other documents and instruments reasonably necessary to effect the Indebtedness Rollover and Warrant Rollover in accordance with the terms hereof, and (b) Topco agrees, at such time, to issue to such Holder such Holder’s Exchange Series A Preferred Units and Exchange Common Units, free and clear of all Liens (other than restrictions on transfer arising under the Securities Act or other applicable securities Laws or set forth in the Topco A&R LLC Agreement), in exchange for the contribution, transfer and assignment by such Holder to Topco of such Holder’s Rollover Indebtedness and Rollover Warrants, and shall execute and deliver to such Holder all documents and instruments reasonably necessary to effect such issuance, and in connection with the Indebtedness Rollover and the Warrant Rollover, each Holder’s Remaining Loans shall not be included in the Rollover Shares held Loans and will remain outstanding following the Rollover Closing. The number of Exchange Series A Preferred Units and Exchange Common Units that will be issued by Topco to each Holder at the Rollover Closing is set forth opposite such StockholderHolder’s name on Schedule A; provided, that to the extent that additional SLR Warrants are issued to the Holders (“Additional Rollover Warrants”), additional loan amounts under Term A Loan become outstanding under the Loan Agreement or additional PIK Interest, Final Fees or other fees, in each case, free and clear of any Liens (other than restrictions that accrue under the Securities Act and applicable state securities Laws) Term A Loan (such additional loan amounts, PIK Interest, Final Fees or other fees that are not otherwise included in the Remaining Loans, collectively, “Additional Rollover ContributionIndebtedness”). (b) Immediately , in each case, pursuant to the Loan Agreement or the other Loan Documents, or in the ordinary course during the period beginning after the date hereof and ending as of immediately prior to the Rollover ContributionClosing, TopCo shall (i) transferthe Holders, contribute Topco and Parent shall amend Schedule A in writing to reflect the Holders’ good faith calculation of (x) the resulting increased number of Rollover Warrants attributable to the issuance of any Additional Rollover Warrants, or increased amount of Rollover Loans, Rollover PIK Interest and Rollover Accrued Fees attributable to such Additional Rollover Indebtedness, and (y) the allocation of Series A Preferred Units and Common Units issuable to each Holder in exchange for such ▇▇▇▇▇▇’s Additional Rollover Warrants and/or Additional Rollover Indebtedness (as applicable), which determination shall be made in accordance with the methodology used to determine the number and combination of Series A Preferred Units and Common Units issuable to each Holder in exchange for such Holder’s Rollover Warrants and Rollover Indebtedness as set forth on Schedule A as of the date hereof, in each case of the immediately preceding clauses (x) and (y), as determined in accordance with this Section 2.1 by the Holders after good faith consultation with Topco. Notwithstanding anything herein to the contrary, (A) Topco and Parent shall promptly execute and deliver any such amendment that is delivered to Topco and Parent at least one day prior to the Closing Date, (B) neither Topco, Parent nor any of their respective Affiliates or cause representatives shall be permitted to contest or dispute such good faith calculations, and (C) to the extent there is any such disagreement or dispute, the Holders’ calculations shall control and SLR, on behalf of Topco, Parent, and the other Parties shall, subject to the Company’s consultation rights set forth in the SLR Financing Agreements (as defined in the Merger Agreement), be transferredpermitted to unilaterally amend Schedule A to reflect such calculations, contributed in each case of the immediately preceding clauses (B) and delivered) (C), so long as such Rollover Shares to Parent calculations are made in accordance with this Section 2.1, and (ii) at the Rollover Closing, Topco shall issue to such Stockholder a each applicable Holder an additional number of TopCo Units that have a value (determined based on (A) the number TopCo Exchange Series A Preferred Units issued multiplied by the at a price per TopCo Series A Preferred Unit plus (B) the number of TopCo equal to $2.18 and Exchange Common Units Issued multiplied by the at a price per TopCo Common Unit) Unit equal to $2.18, and such additional Exchange Series A Preferred Units and additional Exchange Common Units shall, collectively, have an aggregate value equal to the Rolled Value aggregate value of the such Additional Rollover Shares delivered by such Stockholder pursuant to the Indebtedness and Additional Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B. Warrants (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreementtaken together). (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Code.

Rollover. At the Rollover Closing (as defined below)Closing, upon the terms and subject to the conditions of this Agreement, each Stockholder Investor hereby agrees that such Investor shall be deemed to have waived any and TopCo hereby agree all rights under the Merger Agreement to take receive the following actions: (a) Merger Consideration in exchange for, or in respect of, such Investor’s Rollover Interests. Each Stockholder shall transfer, contribute and deliver to TopCo Investor acknowledges that such Investor will not receive any cash payment for the Rollover Shares Interests held by him or it (as applicable) pursuant to the Transactions and that in consideration of such StockholderInvestor relinquishing its right to receive Merger Consideration in respect of the Rollover Interests held by him or it (as applicable) in connection with the Transactions, such Rollover Interests shall remain issued and outstanding equity interests or profits interests in each casethe Company and/or OpCo, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) (the as applicable. As used herein, “Rollover Contribution”). (b) Immediately after Interests” shall mean a number of Interests that are Shares of the Company, OpCo Membership Interests or OpCo Profits Units that collectively, using the Merger Consideration applicable to such Rollover ContributionInterests, TopCo shall have a value equal to (i) transferthe aggregate value of all Interests (calculated using the Merger Consideration applicable to such Interests) minus (ii) $150,000,000, contribute rounded to the nearest Share of the Company, OpCo Membership Interest or OpCo Profits Unit, as applicable. Notwithstanding anything in the Merger Agreement to the contrary, (x) the OpCo Merger Consideration for the Membership Interests held by the Investors shall be determined without deduction of the OpCo Membership Interest Distribution Amount and deliver (y) the OpCo Profits Units Merger Consideration for the OpCo Profits Units held by the Investors shall, for the avoidance of doubt, be determined by reference to the OpCo Merger Consideration (without deduction of the OpCo Membership Interest Distribution Amount) and taking into account any hurdle amount, catch-up hurdle amounts, catch-up adjustments or other similar adjustments as set forth in the terms of the applicable OpCo Profits Units. No later than 90 days following the date of this Agreement, PW shall designate in PW’s sole discretion (on his behalf and on behalf of the other Investors) the Interests of the Investors that will comprise the Rollover Interests and their corresponding values by delivering to the Parent Entities an updated Exhibit A to specifically identify the Rollover Interests in the column titled “Rollover Interests”. PW shall take actions reasonably within his control to cause the applicable HoldCo to be transferred(i) comply with the terms of this Rollover Agreement, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal to the Rolled Value of consummate the Rollover Shares delivered by such Stockholder Closing pursuant to this Agreement and pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B. (c) Each Stockholder acknowledges rollover agreement by and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contributionamong, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreement. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule Bamong others, the Rollover Shares and their corresponding Rolled ValueParent Entities, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇▇ ▇▇▇▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until HoldCos. The rights, obligations, representations, warranties and covenants of the date falling 15 days prior HoldCos under this Agreement are limited solely to the Closing; provided that Interests for which the aggregate Rolled Value applicable HoldCo is the record owner and if any HoldCo is not or ceases to be a record holder of all any Rollover Shares Interests, such HoldCo shall equal automatically cease to be included in the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer definition of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, “Investor” for the avoidance purposes of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Codethis Agreement.

Rollover. At the Rollover Closing (as defined below), upon Subject to the terms and subject to the conditions of this Agreement, each Stockholder and TopCo hereby agree to take the following actionsset forth in Section 3.01: (a) Each Stockholder shall transferImmediately prior to the Closing, each Rollover Investor hereby irrevocably agrees to contribute and deliver or cause to TopCo the Rollover Shares held by such Stockholder, in each casebe contributed to Parent, free and clear of any all Liens (other than restrictions under any Liens created or expressly permitted by Parent or arising by reason of the Securities Act Merger Agreement or this Agreement), the Rollover Shares attributable to such Rollover Investor set forth on Schedule I hereto, and, with respect to such Rollover Shares represented by a stock certificate, shall deliver to Parent certificate(s) or other evidence representing such Rollover Shares, endorsed in blank (or together with duly executed stock powers), and applicable state securities Lawswith respect to Rollover Shares not represented by a stock certificate, evidence representing transfer of the Rollover Shares to Parent, in each case in form and substance reasonably satisfactory to Parent and any other documents and instruments as reasonably may be necessary or appropriate to vest in Parent good and marketable title in and to such Rollover Shares. In exchange for (and conditioned upon) such Rollover Investor’s contribution of Rollover Shares to Parent, Parent shall issue or cause the issuance to such Rollover Investor, free and clear of all Liens (other than Liens created by such Rollover Investor or pursuant to an agreement between such Rollover Investor and Parent) an equal number of Class A limited partnership interests of Parent (the “Rollover ContributionParent Interests”). (b) Immediately Upon the Closing, each Rollover Investor and Parent hereby irrevocably agree that, notwithstanding anything to the contrary in the Merger Agreement, each Rollover RSU attributable to such Rollover Investor set forth on Schedule I hereto shall, without any action by Parent, Merger Sub, the Company or the Rollover Investor, be converted into the right to receive within fifteen (15) Business Days after the date the applicable Company RSU would have vested in accordance with its terms and conditions, a number of shares of non-voting common stock of the Surviving Corporation equal to the number of shares of Common Stock such Rollover ContributionInvestor would have received under the terms and conditions of such Company RSU (such non-voting common stock, TopCo shall the “AFSI Stock” and, together with the Parent Interests and the rights of the Rollover Investor described in this Section 2.01(a), the “Securities”). Notwithstanding the foregoing or anything in a Company RSU to the contrary, (i) transferupon the consummation of a Partnership Sale (as defined in the limited partnership agreement of Parent), contribute each Company RSU shall be immediately vested and deliver settled in AFSI Stock; provided, however, that to the extent necessary to avoid accelerated taxation or a tax penalty under Section 409A (or cause defined below), such Company RSU shall become immediately vested upon the consummation of the Partnership Sale, but shall be converted upon such consummation into the right of the applicable Rollover Investor to be transferred, contributed and deliveredreceive a cash payment on each of the remaining vesting dates of such Company RSU in an amount equal to the value of the AFSI Stock (determined by the Company in good faith as of the consummation of the Partnership Sale) that would have been delivered to such Rollover Shares to Parent Investor on the applicable vesting date and (ii) issue to upon a Rollover Investor’s termination without Cause (as defined in the limited partnership agreement of Parent), such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) Rollover Investor’s Company RSU shall be immediately vested and will be settled in the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal shares of AFSI Stock that would have been delivered to the Rolled Value such Rollover Investor on each of the Rollover Shares delivered by remaining vesting dates of such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B.Company RSU. (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreement. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule BFor purposes hereof, the Rollover Shares and their corresponding Rolled Value, with respect transactions described in this Section 2.01 are collectively referred to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and herein as the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value“Rollover. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Code.”

Rollover. At (i) On any Business Day prior to the Value Date for a Leg of a Transaction you may request to rollover the terms of the Transaction to provide that all or part of the Amount Westpac purchased or Amount we purchased (as applicable) for that Leg specified in the related Confirmation is payable on a new future Value Date for that Leg (a “Rollover Request”). This request must be made by giving us notice (which may be given orally) provided between 9am and 5pm (Sydney time) on a Business Day. Any notice given after 5pm (Sydney time) on a Business Day is taken to be given the next Business Day, unless we choose, in our sole discretion, to accept any notice provided after 5pm (Sydney time) at the time it is received. (ii) Following receipt of such notice we will determine, in our sole discretion, whether to notify you of an indicative Amount Westpac purchased or Amount we purchased (as applicable) and indicative Amount Westpac sold or Amount we sold (as applicable) for the portion of the Transaction the subject of the Rollover Closing Request and any changes we would require to any other terms of the Transaction, in our sole discretion (including if the Rollover Request relates to the whole Transaction any changes we would require to the Amount Westpac purchased or Amount we purchased (as defined below), upon applicable) for each Leg of the terms Transaction and subject to the conditions Amount Westpac sold or Amount we sold (as applicable) for each Leg of this Agreement, each Stockholder and TopCo hereby agree to take the following actions: (a) Each Stockholder shall transfer, contribute and deliver to TopCo the Rollover Shares held by such Stockholder, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) (the “Rollover Contribution”Transaction). (biii) Immediately after the Rollover Contribution, TopCo shall (i) transfer, contribute and deliver (or cause to be transferred, contributed and delivered) such Rollover Shares to Parent and If we notify you of indicative terms as set out in (ii) above, you may notify us that you wish to effect the rollover on the indicative terms provided, by giving us notice, which may be oral notice provided between 9am and 5pm (Sydney time) on a Business Day in Sydney (“Rollover Offer”). If we determine, in our sole discretion, to accept such Rollover Offer, the Transaction will be amended accordingly. Following such amendment, we may issue you with a revised Confirmation for the Transaction. However, a failure to such Stockholder issue you with a number revised Confirmation does not adversely affect the validity of TopCo Units that have a value the amendment or the Transaction. (determined based on iv) You and we acknowledge and agree that: (A) if we accept a Rollover Offer to rollover all or part of the number TopCo Preferred Units issued multiplied Amount Westpac purchased or Amount we purchased (as applicable) for a Leg of a Transaction the corresponding Amount Westpac sold or Amount we sold (as applicable) for that Leg will also rollover if the Rollover Offer is accepted by the price per TopCo Preferred Unit plus us; and (B) if we accept a Rollover Offer to rollover part of the number Amount Westpac purchased or Amount we purchased (as applicable) for a Leg of TopCo Common Units Issued multiplied by a Transaction, the price per TopCo Common Unitpart of the Amount Westpac purchased or Amount we purchased (as applicable) equal to which is not the Rolled Value subject of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall Offer will not be subject to Exhibit B. (c) Each Stockholder acknowledges the rollover and agrees that such Stockholder shall not receive any cash payments under on the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 original Value Date of the Merger Agreement. Leg of the Transaction you will pay us the Amount Westpac purchased or Amount we purchased (das applicable) No later than 30 days prior to for that Leg and we will pay you the ClosingAmount Westpac sold or Amount we sold (as applicable) for that Leg, each Stockholder shall update Schedule B; provided that as reduced by the aggregate Rolled Value of all Rollover Shares shall equal corresponding amounts the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer subject of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Coderollover.

Rollover. At (a) In the Rollover Closing (as defined below)event that, upon following the terms and subject to the conditions date of this Agreement, any Other Indirect Equityholders enter into a Redemption and Rollover Agreement prior to the Closing Date (each Stockholder and TopCo hereby agree to take such Other Indirect Equityholder a “New Rollover Holder”), then (i) the following actions: (a) Each Stockholder Aggregate Rollover Amount shall transfer, contribute and deliver to TopCo the Rollover Shares held be increased by such StockholderNew Rollover Holder’s Rollover Amount (any such amount, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) (the “Additional Rollover ContributionAmount”)) and the Closing Date Seller Amount shall be reduced on a dollar-for-dollar basis by the amount that would have been paid at Closing to such New Rollover Holder in respect of its Rollover Units and (ii) any such New Rollover Holder shall be considered a Rollover Holder for all purposes of this Agreement. (b) Immediately after Notwithstanding the Management Rollover Contributionor the Blocker Seller Rollover, TopCo shall (i) transferBlocker Seller, contribute and deliver (or cause to be transferred, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal to the Rolled Value in respect of the Rollover Shares delivered by such Stockholder pursuant Company Seller Units corresponding to the Rollover Contribution. The ratio Blocker Interests as of TopCo Preferred Units to TopCo Common Units issued immediately prior to the Stockholders Closing (without giving effect to the Closing Date Redemptions), and each Rollover Holder, in respect of its Rollover Units, shall be entitled to receive an amount, without interest, in cash equal to Blocker Seller’s and such Rollover Holder’s respective applicable portions of any payments made to the Sellers following the Closing, including pursuant to this Section 4.1(b) shall be subject to Exhibit B.1.06, as set forth in and in accordance with the Payment Spreadsheet. (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant Notwithstanding anything to the Rollover Contribution, contrary in this Agreement or in any Ancillary Document (including the Merger Consideration or any payments under Section 2.06 Redemption and Rollover Agreement), within three Business Days of the Merger Agreement. (d) No later than 30 days prior to reasonable determination of the Closing, each Stockholder shall update Schedule B; provided Sellers’ Representative that the consummation of the Management Rollover would, or is reasonably expected to, result in the transfer to Management Holdco of Company Interests having an aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that value less than the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer sum of the Rollover Shares to TopCo by Amounts based on the Stockholders in exchange for TopCo Units, together with Per Unit Closing Date Amount (the contribution aggregate value of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Code.such

Rollover. At In lieu of receiving all or any portion of the Purchase Price that would otherwise be payable in cash as provided in Section 1.03, each Management Seller may elect to retain all or any portion of the equity interests in the Company represented by such Management Seller’s Management Units prior to the Closing by delivering a written notice of such election to the Sellers’ Representative and Purchaser at least 10 Business Days prior to the Closing stating the amount (expressed as a dollar value) of such interests that such Management Seller is electing to retain (any such electing Management Seller, a “Rollover Seller” and such amount, such Rollover Seller’s “Rollover Amount”); provided that each Management Seller identified in Section 1.04 of the Disclosure Letter shall be deemed to have made such election with respect to the Rollover Closing (as defined below), upon Amount set forth opposite such Management Seller’s name in such Section 1.04 of the terms and subject to Disclosure Letter. In the conditions of this Agreementevent that any Rollover Seller makes such an election, each Stockholder and TopCo hereby agree to take the following actions: (a) Each Stockholder such Rollover Seller shall transfer, contribute execute and deliver to TopCo Purchaser (x) a Rollover Agreement substantially in the Rollover Shares held by such Stockholder, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) form attached hereto as Exhibit B (the “Rollover ContributionAgreement”) not later than four Business Days prior to the Closing Date, as well as (y) contemporaneously with the transactions contemplated by Section 1.03(b), a counterparty to an amended and restated limited partnership agreement of Riser Holdings, L.P., a Delaware limited partnership and ultimate parent company of Purchaser (“Parent”), which agreement shall include, inter alia, the terms set forth on Exhibit E hereto and be attached to such Rollover Agreement, evidencing the conversion of a number of Management Units (the “Rollover Units”), having an aggregate value based on the Per Unit Closing Date Amount in respect of such Rollover Units, equal to such Rollover Amount into equity interests of the Parent from and after the Closing having an equal aggregate value (the aggregate sum of the Rollover Amounts of all such Rollover Sellers, the “Aggregate Rollover Amount”). (b) Immediately after the Rollover Contribution, TopCo shall (i) transfer, contribute and deliver (or cause to be transferred, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal to the Rolled Value of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B. (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreement. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Code.

Rollover. At any timeprior to the Closing, Parent and any Stockholder may enter into an equity exchange agreement (a "Rollover Closing (as defined belowAgreement"), upon the terms in a form agreed by Parent and subject such Stockholder pursuant to which such Stockholder will contribute to Parent (or its designee) prior to the conditions Closing all or a portion of such Stockholder's Company Common Stock in exchange for equity interests of Parent (or its designee) (any such shares of Company Common Stock contributed to Parent (or its designee) prior to the Closing pursuant to a Rollover Agreement, "Rollover Shares"). Notwithstanding anything else in this Agreement, each Stockholder and TopCo hereby agree to take the following actions: (a) Each Stockholder shall transferincluding this ARTICLE I, contribute and deliver to TopCo the Rollover Shares held directly or indirectly by such StockholderParent as a result of the transactions contemplated by the Rollover Agreements shall automatically be canceled and retired and shall -15- **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** cease to exist, and no consideration shall be delivered in each caseexchange therefor and shall not be converted at the Effective Time into, free and clear shall not become, the right to receive a portion of any Liens (other than restrictions under the Securities Act and applicable state securities LawsAggregate Closing Stóckholder Proceeds as provided in Section l.6(b) (the “Rollover Contribution”). Effect on Company Capital Stock) (b) Immediately after the Rollover Contribution, TopCo shall (i) transfer, contribute and deliver (or cause to be transferred, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal to the Rolled Value of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B. (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreement. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, such proceeds shall not be reallocated and no other Securityholder shall have the sale of all Owned Shares right to receive such proceeds); provided, that, (other than w) the Per Share Positive Adjustment attributable to the Rollover Shares, if any, payable as provided in Section 1.6(b) (Effect on Company Capital Stock), (x) the Per Share Adjustment Escrow Fund Consideration attributable to Parent the Rollover Shares, if any, payable as provided in Section 1.6(b) (Effect on Company Capital Stock),(y) the Per Share Seller Representative Fund Consideration attributable to the Rollover Shares, if any, payable as provided in Section 1.6(b) (Effect on Company Capital Stock), and (z) any amounts payable in respect of such Rollover Shares under Section 4.13(i) (Transaction Tax Deductions), in each case, will be treated for all purposes hereunder as if such Rollover Shares were still held by the Stockholders in exchange for cash applicable Stockholder at the Effective Time, and when and if such amounts become payable hereunder, shall be paid to such Stockholder as if such Stockholder held such Rollover Shares at the Effective Time. For the avoidance of doubt, the Rollover Shares will be treated as a sale or exchange governed by Section 1001 outstanding at the Effective Time for purposes of the Code). The parties hereto also intend thatcalculation of Fully Diluted Shares, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange Pro Rata Portion and for units purposes of Parent, together with the contribution of cash or other property, is treated as a transaction described any calculations under Section 351(a1.6(e) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Code(Post-Closing Payments).

Rollover. At the Rollover Closing (as defined below), upon the terms and subject to the conditions of this Agreement, each Stockholder and TopCo hereby agree to take the following actions: (a) Each Stockholder shall transfer, contribute and deliver to TopCo the Rollover Shares held by such Stockholder, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) (the “Rollover Contribution”). (b) Immediately after the Rollover Contribution, TopCo shall (i) transfer, contribute and deliver (or cause to be transferred, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal to the Rolled Value of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B. (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreement. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ Tien Tzuo may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Code.

Rollover. At the Rollover Closing (as defined below), upon the terms and subject to the conditions of this Agreement, each Stockholder and TopCo hereby agree to take the following actions: (a) Each Stockholder shall transferNo later than five Business Days prior to the Closing Date, contribute and Buyer may deliver to TopCo Sellers’ Representative a list identifying each Additional Rollover Holder and the aggregate value of the Rollover Interests each such Additional Rollover Holder is to exchange for Buyer Parent Common Shares held by such Stockholder(the “Additional Rollover Holder List”). No later than two Business Days prior to the Closing Date (whether or not Buyer delivers an Additional Rollover Holder List), in each case, free and clear Sellers’ Representative shall deliver to Buyer a schedule (which schedule shall be consistent with Section 7.05(d) of any Liens (other than restrictions under the Securities Act and applicable state securities LawsSeller Disclosure Schedules) (the “Consideration Allocation Schedule”) setting forth Sellers’ Representative’s good faith calculation, based on the Estimated Closing Statement and the allocation of consideration required under the Company LP Agreement, of the portion of the sum of Closing Cash Payment Amount and the Rollover ContributionAmount attributable to each holder of Company Interests broken out by class and issuer of such Equity Interests (with respect to such Company Interest, the “Attributable Closing Consideration Amount”). In the event Buyer objects to the Consideration Allocation Schedule prior to the Closing, Sellers’ Representative may (in its sole discretion) elect to deliver a revised Consideration Allocation Schedule prior to the Closing. (b) Immediately after If any payment or release of the Rollover ContributionAdjustment Escrow Amount, TopCo shall (i) transferIndemnity Escrow Amount, contribute and deliver the Indemnified Tax Escrow Amount or Representative Expense Amount (or cause to be transferred, contributed and deliveredany excess of the Final Adjustment Amount over the Estimated Adjustment Amount) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal is paid to the Rolled Value of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Sellers in accordance with Section 4.1(b2.04(c), Section 9.02(e), Section 7.05(i)(ii) shall be subject to Exhibit B. or Section 11.17(a)(iii) or (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contributioniv), including the Merger Consideration or any payments under Section 2.06 of the Merger Agreement. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule Bas applicable, the Rollover Shares and Holders in respect of their respective Rollover Interests shall be entitled to receive from Sellers’ Representative their corresponding Rolled Value, with respect amount (in cash) of such amounts as if the transactions contemplated by the applicable Rollover Agreement entered into by such Rollover Holder had not occurred (and each applicable Rollover Holder shall accordingly be considered to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B have received any such payments (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all extent so attributable to such Rollover Shares shall equal the Aggregate Rolled Value. (eInterests) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer in consideration of the Rollover Shares to TopCo sale by the Stockholders applicable Rollover Holder of a portion of its Rollover Interests to Buyer in exchange for TopCo Units, together with the contribution of cash or other property right to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Codesuch payments). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Code.

Rollover. At the Rollover Closing (as defined below), upon Subject to the terms and subject conditions set forth herein, at the Closing, the following transactions shall be effected with respect to the conditions of this Agreement, each Stockholder Rollover Units and TopCo hereby agree to take the following actions:Rollover Options (the "ROLLOVER"): (ai) Each Stockholder each Rollover Seller shall transferexchange the number of Rollover Units, contribute if any, designated in the column "Rollover Units" corresponding to such Rollover Seller as set forth on Schedule A hereto (collectively, the "ROLLOVER UNITS") for newly issued securities 3 comprised of Common Units and deliver to TopCo the Rollover Shares held by such Stockholder, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) Preferred Units (the “"NEW UNITS"), based on a consideration per New Unit equal to the per unit purchase price to be paid for the New Units on the Closing Date by the Buyer with each Rollover Contribution”)Unit being valued at the Per Unit Cash Purchase Price and in the same proportion of Common Units and Preferred Units as all equity holders of the Buyer are purchasing New Units at the Closing. (b) Immediately after the Rollover Contribution, TopCo shall (i) transfer, contribute and deliver (or cause to be transferred, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) each Rollover Seller shall convert the number of TopCo Common Rollover Options, if any, designated in the column Rollover Options corresponding to such Seller as set forth on Schedule A hereto, into New Options that are exercisable for the same number of New Units Issued multiplied by the price per TopCo Common Unitas if each Unit into which such Option could be exercised was exchanged for New Units hereunder in accordance with clause (c)(i) equal above. Notwithstanding anything to the Rolled Value of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred contrary contained herein or in any Principal Document, no New Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(bor New Options (or securities into which they may be exchanged, converted or exercised) shall be subject to Exhibit B. (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreement. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Valuevesting or, with respect to New Options, termination of the exercise period, except that each Stockholder, will New Option and New Unit shall be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior subject to the terms and conditions contained in the Rollover Securities Repurchase Agreement relating to such Rollover Securities and all New Options shall be subject to the terms and conditions contained in the New Option Agreement. Each Option Plan and each agreement or instrument governing any Rollover Option shall be terminated effective as of the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. (eiii) The parties hereto intend thatthe Buyer shall cause the Promissory Note Obligors to deliver to each Rollover Seller a Promissory Note with a principal amount equal to such Rollover Seller's Percentage Interest of $10,000,000 minus the principal amount, for U.S. federal and applicable state and local income Tax purposesif any, the transfer of the any Promissory Note received by such Rollover Shares Seller pursuant to TopCo by the Stockholders Section 2.2(b)(ii) in exchange for TopCo Units, together with the contribution of cash his or other property to TopCo by the other members of TopCo, shall be treated her capacity as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the CodeTransferring Seller.

Rollover. At the Rollover Closing (as defined belowIf your custodial account represents a rollover from a pension or profit-sharing plan qualified under IRC Section 401(a), upon you should not make non-rollover additional contributions to the terms same account if you desire to preserve its eligibility for future rollover to another qualified plan. Similarly, if your custodial account represents a rollover from an IRC Section 403(b) annuity or custodial account, you should not make non-rollover additional contributions to the same account if you desire to preserve its eligibility for future rollover to another IRC Section 403(b) annuity or custodial account. A rollover IRA is eligible to accept future rollover contributions. In addition, you may establish another IRA to which non-rollover annual cash contributions may be made. Rollover Contributions and Tax-Free Transfers A rollover contribution is a contribution to your IRA of cash and/or property other than cash which you received as a distribution from another IRA or as a qualified distribution from an IRC Section 403(b) annuity, or a qualified employer-sponsored retirement plan, such as a profit-sharing plan, 401(k) plan, or ESOP, etc. In the case of a tax-free transfer, the transfer is made directly between the fiduciaries, that is, the trustees, custodians etc., of the IRAs and/or the qualified plan, as the case may be. If you receive a distribution from another IRA you may make a tax-free rollover contribution of all or part of the assets you receive to your IRA, provided that you complete the rollover within 60 days of the date you receive the distribution. You may make only one such rollover during any 12-month period. A direct transfer from the trustee or custodian of another IRA to your IRA may be made without regard to the 12-month limitation applicable to IRA rollovers. If you receive a distribution from your employer's qualified retirement plan, or an IRC Section 403(b) annuity or custodial account, you may be eligible to make a rollover contribution to your IRA of all or part of the distribution, less the amount of any non- deductible contributions to the plan. Most distributions, with the notable exceptions of installments paid over a ten or more year period, minimum distribution amounts received after age 70 1/2, and hardship distributions made after December 31, 1998 from Section 401(k) plans or Section 403(b) annuities or custodial accounts, are eligible for rollover. The rollover contribution must be made within 60 days of the date you receive the distribution. If the distribution included property other than cash, the property itself (or the proceeds from its sale) must be included in the rollover contribution to the extent possible, before any cash received in the distribution may be included. In order to avoid 20% federal income tax withholding on the amount distributed from the qualified retirement plan or IRC Section 403(b) annuity or custodial account, you should direct that the distribution be transferred to your IRA in a "direct rollover." You should receive information about the "direct rollover" option from your plan administrator prior to distribution of your account. Excess Contributions An excess contribution is any contribution amount which exceeds your contribution limit, excluding rollover and direct transfer amounts. In addition, any contributions that are made to an IRA for the year in which the IRA owner reaches age 70 1/2, or for any later year, are considered excess contributions. If excess contributions are made to your account in any year and the excess (including income attributed to that excess) is withdrawn prior to the due date for your tax return for that year (including extensions), no excise tax will be imposed on the amount contributed. Income attributed to such excess contributions refunded is taxable, and may be subject to a 10% additional income tax. If the withdrawal of excess contributions occurs after the due date for your tax return (including extensions), a 6% cumulative excise tax will be imposed on the excess. Excess contributions left in the account and applied to a later tax year's contributions are still subject to the conditions of this Agreement6% excise tax and will continue to remain so until the excess has been corrected. A further 10% additional income tax will be imposed upon the withdrawn excess amount if a deduction was allowed for the excess contribution and the total contributions for the year exceeded the maximum deductible amount, each Stockholder and TopCo hereby agree to take the following actions: (a) Each Stockholder shall transfer, contribute and deliver to TopCo the Rollover Shares held by such Stockholder, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) (the “Rollover Contribution”). (b) Immediately after the Rollover Contribution, TopCo shall (i) transfer, contribute and deliver (unless you have reached age 59 1/2 or cause to be transferred, contributed and delivered) such Rollover Shares to Parent and (ii) issue to such Stockholder a number of TopCo Units that have a value (determined based on (A) the number TopCo Preferred Units issued multiplied are disabled by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal to the Rolled Value time of the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B. (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 of the Merger Agreementwithdrawal. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule B, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Code.

Rollover. At the Rollover Closing (as defined below), upon a) Upon the terms and subject to the conditions of set forth in this Agreement, immediately prior to the transactions contemplated by Section 2.1(b), and subject to, the Closing, each Stockholder and TopCo hereby agree Direct Rollover Seller shall contribute to take the following actions: (a) Each Stockholder shall transfer, contribute and deliver to Parent TopCo the Rollover Shares held by such Stockholder, in each caseShares, free and clear of any Liens (all Liens, other than restrictions those created by this Agreement or arising under the Securities Act and applicable state securities Laws) (, and Parent TopCo shall accept such contribution in exchange for the “issuance by Parent TopCo to such Direct Rollover Contribution”)Seller of the Parent TopCo Units equal in value, determined based on the Per Share Price, to such Direct Rollover Seller’s Rollover Amount. (b) Immediately after Upon the terms and conditions set forth in this Agreement, following the transactions contemplated by Section 2.1(a) and immediately prior to, and subject to, the Closing, each TopCo Rollover Contribution, TopCo Seller shall (i) transfercontribute to ParentCo the Rollover Units, contribute free and deliver (clear of all Liens, other than those created by this Agreement or cause arising under applicable securities Laws, and ParentCo shall accept such contribution in exchange for the issuance by ParentCo to be transferredsuch TopCo Rollover Seller of the ParentCo Shares equal in value, contributed and delivered) determined based on the Per Share Price of the Class A Common Stock into which the Rollover Units are exchangeable, to such Topco Rollover Shares to Parent Seller’s Rollover Amount, and (ii) issue immediately following the transactions contemplated by clause (i), contribute to Parent TopCo the ParentCo Shares equal in value to such Stockholder a number TopCo Rollover Seller’s Rollover Amount, and Parent TopCo shall accept such contribution in exchange for the issuance by Parent TopCo to such TopCo Rollover Seller of the Parent TopCo Units that have a equal in value (determined based on (A) the number to such TopCo Preferred Units issued multiplied by the price per TopCo Preferred Unit plus (B) the number of TopCo Common Units Issued multiplied by the price per TopCo Common Unit) equal to the Rolled Value of the Rollover Shares delivered by such Stockholder pursuant to the Seller’s Rollover Contribution. The ratio of TopCo Preferred Units to TopCo Common Units issued to the Stockholders pursuant to this Section 4.1(b) shall be subject to Exhibit B.Amount. (c) Each Stockholder acknowledges and agrees that such Stockholder shall not receive any cash payments under In connection with the Merger Agreement for the Rollover Shares delivered by such Stockholder pursuant to the Rollover Contribution, including the Merger Consideration or any payments under Section 2.06 consummation of the Merger AgreementMerger, immediately prior to, and subject to, the Closing, each TopCo Rollover Seller and Direct Rollover Seller shall become a party to, and subject to, and become bound by the terms of the limited partnership agreement of Parent TopCo (the “LPA”), by executing a counterpart or joinder to such agreement. (d) No later than 30 days prior to the Closing, each Stockholder shall update Schedule B; provided that the aggregate Rolled Value For purposes of all Rollover Shares shall equal the Aggregate Rolled Value. Following completion of Schedule Bthis Agreement, the Rollover Shares and their corresponding Rolled Value, with respect to each Stockholder, will be set forth on Schedule B. ▇▇▇▇ ▇▇▇▇ may update Schedule B (on behalf of himself and following capitalized terms have the other Stockholders) by written notice to TopCo up until the date falling 15 days prior to the Closing; provided that the aggregate Rolled Value of all Rollover Shares shall equal the Aggregate Rolled Value. (e) The parties hereto intend that, for U.S. federal and applicable state and local income Tax purposes, the transfer of the Rollover Shares to TopCo by the Stockholders in exchange for TopCo Units, together with the contribution of cash or other property to TopCo by the other members of TopCo, shall be treated as a transaction described under Section 351(a) of the Code (and, for the avoidance of doubt, the sale of all Owned Shares (other than the Rollover Shares) to Parent by the Stockholders in exchange for cash shall be treated as a sale or exchange governed by Section 1001 of the Code). The parties hereto also intend that, for U.S. federal and applicable state and local income Tax purposes, TopCo’s contribution of the Rollover Shares down to Parent in exchange for units of Parent, together with the contribution of cash or other property, is treated as a transaction described under Section 351(a) of the Code. The parties hereto shall report such transfers for U.S. federal and applicable state and local income Tax purposes in accordance therewith, and no party shall take any position inconsistent therewith unless required to do so pursuant to a determination under Section 1313(a) of the Code.following respective meanings: