Exhibit 10.1


 


TAX RECEIVABLE AGREEMENT


by and among


SPREE ACQUISITION CORP. 1 LIMITED


and


THE PERSONS NAMED HEREIN


 


This TAX RECEIVABLE AGREEMENT
(this “Agreement”), dated as of October 29, 2022, is made and entered into by and among Spree Acquisition Corp.
1 Limited, a Cayman Islands exempted company (the “Corporate Taxpayer”), the TRA Party Representative (as defined below)
and each of the other Persons (as defined below) party hereto from time to time (each, a “TRA Party” and, collectively,
the “TRA Parties”). This Agreement shall become effective upon the Closing of the BCA (as defined below). In connection
with the Closing, the Corporate Taxpayer was domesticated as a Delaware corporation and named WHC Worldwide, Inc.


 


RECITALS


 


WHEREAS, the TRA Parties directly
or indirectly hold limited liability company units (the “Units”) in WHC Worldwide, LLC, a Missouri limited liability
company (“OpCo”), which is classified as a partnership for United States federal income tax purposes;


 


WHEREAS, the Corporate Taxpayer
and OpCo entered into that certain Business Combination Agreement, dated the date hereof (as further amended or modified in whole or in
part from time to time in accordance with such Agreement, the “BCA”), pursuant to which, among other things, the Corporate
Taxpayer (i) acquired certain Units in exchange for a cash contribution to OpCo and (ii) became the managing member of OpCo, and from
and after the date of this Agreement, holds and will hold, directly and/or indirectly, Units;


 


WHEREAS, following the transactions
contemplated by the BCA, the Units held by the TRA Parties, together with Class X common stock of the Corporate Taxpayer, may be exchanged
or redeemed for Class A common stock of the Corporate Taxpayer (the “Class A Shares”) constituting the Stock Exchange
Payment or, alternatively, at the election of the Corporate Taxpayer, the Cash Exchange Payment (an “Exchange”), pursuant
to the provisions of the LLC Agreement (as defined below);


 


WHEREAS, OpCo and each of
its direct and indirect Subsidiaries (as defined below) treated as a partnership for United States federal income tax purposes currently
have and will have in effect an election under Section 754 of the Code for the Taxable Year (as defined below) that includes the Closing
Date and each subsequent Taxable Year in which a taxable acquisition (including a deemed taxable acquisition under Section 707(a) of the
Code) of Units, together with Class X common stock of the Corporate Taxpayer by the Corporate Taxpayer from the TRA Parties for Class
A Shares or other consideration occurs;


 


WHEREAS, as a result of the
Exchanges, the income, gain, loss, expense and other Tax (as defined below) items of the Corporate Taxpayer may be affected by the Basis
Adjustments (as defined below) and deductions attributable to any payment (including amounts attributable to Imputed Interest (as defined
below)) made under this Agreement (collectively, the “Tax Attributes”); and


 






     


     


    

 


WHEREAS, the parties to this
Agreement desire to make certain arrangements with respect to the effect of the Tax Attributes on the liability for Taxes of the Corporate
Taxpayer.


 


NOW, THEREFORE, in consideration
of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto
agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1 Definitions.
As used in this Agreement, the terms set forth in this ARTICLE I shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):


 


“Actual Tax Liability”
means, with respect to any Taxable Year, an amount, not less than zero, equal to the sum of (i) the actual liability for U.S. federal
income Taxes of the Corporate Taxpayer for such Taxable Year and without duplication, the portion of any actual “imputed underpayment”
imposed directly on OpCo (and any of OpCo’s Subsidiaries treated as a partnership for U.S. federal income tax purposes) under Section
6225 of the Code that is allocable to the Corporate Taxpayer in accordance with the LLC Agreement and the Code, and (ii) the product of
(A) the actual amount of taxable income for U.S. federal income Tax purposes (taking into account any adjustments pursuant to Section
6225 of the Code) of the Corporate Taxpayer for such Taxable Year (determined without taking into account any U.S. federal income tax
benefit of any applicable state or local tax deduction), and (B) the Assumed State and Local Tax Rate; provided that, in each case,
if applicable, such amounts shall be determined in accordance with a Determination (including interest imposed in respect thereof under
applicable law). For the avoidance of doubt, the calculation of the amount described in clause (i) shall take into account any U.S. federal
income tax benefit realized by the Corporate Taxpayer with respect to state and local jurisdiction income taxes (with such benefit determined
by taking into account an assumed deduction based on the amount computed under clause (ii), and disregarding the actual deduction for
state and local jurisdiction income taxes reflected on the Corporate Taxpayer’s income tax return).


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled
by, or is under common Control with, such first Person.


 


“Agreed Rate”
means SOFR plus 100 basis points.


 


“Agreement”
shall have the meaning set forth in the recitals hereto.


 


“Amended Schedule”
shall have the meaning set forth in Section 2.3(b).


 


“Assumed State and
Local Tax Rate” means the tax rate equal to the sum of (a) for each state that imposes income or franchise taxes on the Corporate
Taxpayer on its allocable share of income with respect to its interest in OpCo, the product of (i) the Corporate Taxpayer’s income
tax apportionment factor for each such state and local jurisdiction in which the Corporate Taxpayer files income or franchise tax returns
for the relevant Taxable Year and (ii) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such
state and local jurisdiction in which the Corporate Taxpayer files income tax returns for each relevant Taxable Year, and (b) for each
state that imposes income or franchise taxes directly on OpCo (and any of OpCo’s Subsidiaries treated as a partnership for state
income tax purposes), the product of (i) the income tax apportionment factor for OpCo or such Subsidiary, as applicable, for each such
state in which OpCo or such Subsidiary files income or franchise tax returns for the relevant taxable year of OpCo or such Subsidiary
ending on or after the Business Combination Date and (ii) the highest income and franchise tax rate in effect applicable to OpCo or such
Subsidiary, as applicable, for such taxable year for each such state in which OpCo or such Subsidiary files income or franchise tax returns.


 






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“Attributable”
means the portion of any Tax Attribute of the Corporate Taxpayer, Opco and/or their respective Subsidiaries that is attributable to a
TRA Party and shall be determined by reference to the Tax Attributes, under the following principles:


 


(i)  any
Basis Adjustments shall be determined separately with respect to each TRA Party and the portion that is Attributable to a TRA Party shall
be an amount equal to the total Basis Adjustments relating to the Units Exchanged by such TRA Party; and


 


(ii)  any
deduction to the Corporate Taxpayer or its Subsidiaries, as applicable, with respect to a Taxable Year in respect of any payment (including
amounts attributable to Imputed Interest) made under this Agreement is Attributable to the Person that is required to include the Imputed
Interest or other payment in income (without regard to whether such Person is actually subject to Tax thereon).


 


“Basis Adjustment”
means the adjustment to the Tax basis of a Reference Asset under Sections 732, 734(b) and/or 1012 of the Code (in situations where, as
a result of one or more Exchanges, OpCo becomes an entity that is disregarded as separate from its owner for United States federal income
Tax purposes) or under Sections 734(b), 743(b), 754 and/or 755 of the Code (in situations where, following an Exchange, OpCo remains in
existence as an entity treated as a partnership for United States federal income Tax purposes) and, in each case, comparable sections
of state and local Tax laws, as a result of an Exchange and the payments made pursuant to this Agreement. The amount of any Basis Adjustment
shall be determined using the Market Value with respect to such Exchange, except, for the avoidance of doubt, as otherwise required by
a Determination. For the avoidance of doubt, payments under this Agreement shall not be treated as resulting in a Basis Adjustment to
the extent such payments are treated as Imputed Interest, and the amount of any Basis Adjustment resulting from an Exchange of one or
more Units shall be determined without regard to any Pre-Exchange Transfer of such Units and as if any such Pre- Exchange Transfer had
not occurred.


 


“Basis Schedule”
shall have the meaning set forth in Section 2.1.


 


A “Beneficial Owner”
of a security means a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power,
which includes the power to dispose of, or to direct the disposition of, such security. The terms “Beneficially Own”
and “Beneficial Ownership” shall have correlative meanings.


 






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“Board” means
the Board of Directors of the Corporate Taxpayer.


 


“Business Day”
means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or Wilmington, Delaware are authorized
or required by Law to close.


 


“Cash Exchange Payment”
has the meaning set forth in the LLC Agreement.


 


“Change of Control”
means the occurrence of any of the following events:


 


(i)  any
Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange
Act or any successor provisions thereto (excluding (A) a corporation or other entity owned, directly or indirectly, by the stockholders
of the Corporate Taxpayer in substantially the same proportions as their ownership of stock of the Corporate Taxpayer or (B) a group of
Persons in which one or more of the Permitted Investors or Affiliates of Permitted Investors directly or indirectly hold Beneficial Ownership
of securities representing more than 50% of the total voting power held by such group) is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Corporate Taxpayer representing more than 50% of the combined voting power of the Corporate Taxpayer’s
then outstanding voting securities;


 


(ii)  the
following individuals cease for any reason to constitute a majority of the number of directors of the Corporate Taxpayer then serving:
individuals who, on the Closing Date, constitute the Board and any new director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election
of directors of the Corporate Taxpayer) whose appointment or election by the Board or nomination for election by the Corporate Taxpayer’s
shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors
on the Closing Date or whose appointment, election or nomination for election was previously so approved or recommended by the directors
referred to in this clause (ii);


 


(iii)  there
is consummated a merger or consolidation of the Corporate Taxpayer with any other corporation or other entity, and, immediately after
the consummation of such merger or consolidation, either (A) the Board immediately prior to the merger or consolidation does not constitute
at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a Subsidiary of the
Corporate Taxpayer, the ultimate parent thereof or (B) the voting securities of the Corporate Taxpayer immediately prior to such merger
or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding
voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary of the Corporate
Taxpayer, the ultimate parent thereof; or


 






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(iv)  the
shareholders of the Corporate Taxpayer approve a plan of complete liquidation or dissolution of the Corporate Taxpayer or there is consummated
an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Corporate Taxpayer
of all or substantially all of the assets of the Corporate Taxpayer and its Subsidiaries, taken as a whole, other than such sale or other
disposition by the Corporate Taxpayer of all or substantially all of the assets of the Corporate Taxpayer and its Subsidiaries, taken
as a whole, to an entity at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the
Corporate Taxpayer in substantially the same proportions as their ownership of the Corporate Taxpayer immediately prior to such sale.


 


Notwithstanding the foregoing,
except with respect to clause (ii) and clause (iii)(A) above, a “Change of Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the
shares of the Corporate Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same
proportionate ownership in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of
the Corporate Taxpayer immediately following such transaction or series of transactions.


 


“Class A Shares”
shall have the meaning set forth in the recitals hereto.


 


“Closing Date”
means the date of the consummation of the transactions contemplated by the BCA.


 


“Code”
shall have the meaning set forth in the recitals hereto.


 


“Control”
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.


 


“Corporate Taxpayer”
shall have the meaning set forth in the preamble hereto.


 


“Corporate Taxpayer
Return” means the United States federal, state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with
respect to Taxes of any Taxable Year.


 


“Cumulative Net Realized
Tax Benefit” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate
Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized
Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedules or Amended
Schedules, if any, in existence at the time of such determination; provided, that the computation of the Cumulative Net Realized Tax Benefit
shall be adjusted to reflect any applicable Determination with respect to any Realized Tax Benefits and/or Realized Tax Detriments.


 


“Default Rate”
means the SOFR plus 500 basis points.


 


“Determination”
shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state or local tax law, as applicable,
or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability
for Tax.


 






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“Early Termination
Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.


 


“Early Termination
Effective Date” shall have the meaning set forth in Section 4.2.


 


“Early Termination
Notice” shall have the meaning set forth in Section 4.2.


 


“Early Termination
Payment” shall have the meaning set forth in Section 4.3(b).


 


“Early Termination
Rate” means SOFR plus 200 basis points.


 


“Early Termination
Schedule” shall have the meaning set forth in Section 4.2.


 


“Exchange”
shall have the meaning set forth in the recitals hereto.


 


“Exchange Act”
means the Exchange Act of 1934, as amended.


 


“Exchange Date”
means the date of any Exchange.


 


“Exchange Notice”
shall have the meaning set forth in the LLC Agreement.


 


“Expert”
shall have the meaning set forth in Section 7.9.


 


“Hypothetical Tax
Liability” means, with respect to any Taxable Year, an amount, not less than zero, equal to the sum of (i) the hypothetical
liability for U.S. federal income Taxes of the Corporate Taxpayer for such Taxable Year and without duplication, the portion of any hypothetical
“imputed underpayment” imposed directly on OpCo (and any of OpCo’s Subsidiaries treated as a partnership for U.S. federal
income tax purposes) under Section 6225 of the Code that is allocable to the Corporate Taxpayer in accordance with the LLC Agreement and
the Code, and (ii) the product of (X) the hypothetical amount of taxable income for U.S. federal income Tax purposes (taking into account
adjustments pursuant to Section 6225 of the Code) of the Corporate Taxpayer for such Taxable Year (determined without taking into account
any U.S. federal income tax benefit of any applicable state or local tax deduction) , and (Y) the Assumed State and Local Rate, in each
case, determined using the same methods, elections, conventions and similar practices used in computing the Actual Tax Liability, but,
in each case, (A) calculating depreciation, amortization or similar deductions and income, gain or loss using the Non-Stepped Up Tax Basis
as reflected on the Basis Schedule including amendments thereto for the Taxable Year, (B) excluding any deduction attributable to any
payment (including amounts attributable to Imputed Interest) made under this Agreement for the Taxable Year and (C) excluding any Remedial
Allocations. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback
of any Tax item (or portions thereof) that is attributable to a Tax Attribute (including, for the avoidance of doubt, any deductions carried
forward or deferred by reason of Section 163(j) of the Code or otherwise). For the avoidance of doubt, the calculation of the amount described
in clause (i) shall take into account any U.S. federal income tax benefit that would be realized by the Corporate Taxpayer with respect
to state and local jurisdiction income taxes (with such benefit determined by taking into account an assumed deduction based on the amount
computed under clause (ii), and disregarding the hypothetical deduction for state and local jurisdiction income taxes that would otherwise
result under clause (i)).


 






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“Imputed Interest”
in respect of a TRA Party means any interest imputed under Section 1272, 1274, 7872 or 483 or other provision of the Code and any similar
provision of state and local Tax law with respect to the Corporate Taxpayer’s payment obligations in respect of such TRA Party under
this Agreement.


 


“Interest Amount”
shall have the meaning set forth in Section 3.1(b).


 


“IRS” means
the United States Internal Revenue Service.


 


“Joinder Requirement”
shall have the meaning set forth in Section 7.6(a).


 


“Liquidity Exceptions”
shall have the meaning set forth in Section 4.1(b).


 


“LLC Agreement”
means, with respect to OpCo, that certain Second Amended and Restated Limited Liability Company Agreement of OpCo, dated on or about the
date hereof, as amended from time to time.


 


“Mandatory Assignment”
shall have the meaning set forth in Section 7.6(c).


 


“Market Value”
means, on any date, (i) if the Class A Shares trade on a national securities exchange or automated or electronic quotation system, the
arithmetic average of the high trading and the low trading price on such date (or if such date is not a trading day, the immediately preceding
trading day) or (ii) if the Class A Shares are not then traded on a national securities exchange or automated or electronic quotation
system, as applicable, the “Appraiser FMV” (as defined in the LLC Agreement) on such date of one Class A Share that would
be obtained in an arms-length transaction between an informed and willing buyer and an informed and willing seller, neither of whom is
under any compulsion to buy or sell, respectively, and without regard to the particular circumstances of the buyer or seller.


 


“Material Objection
Notice” shall have the meaning set forth in Section 4.2. “Net Tax Benefit” shall have the meaning
set forth in Section 3.1(b).


 


“Non-Stepped Up Tax
Basis” means, with respect to any Reference Asset at any time, the Tax basis that such Referenced Asset would have had at such
time if no Basis Adjustments had been made.


 


“Objection Notice”
shall have the meaning set forth in Section 2.3(a). “OpCo” shall have the meaning set forth in the recitals
hereto.


 


“Other Tax Receivable
Obligations” shall have the meaning set forth in Section 3.3(c).


 


“Payment Schedule”
means the schedule setting forth each TRA Party’s share of any payments hereunder.


 






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“Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization,
governmental entity or other entity.


 


“Pre-Exchange Transfer”
means any transfer (including upon the death of a member of Opco) or distribution in respect of one or more Units (i) that occurs prior
to an Exchange of such Units and (ii) to which Section 743(b) or 734(b) of the Code applies.


 


“Realized Tax Benefit”
means, with respect to any Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or
a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable
Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.


 


“Realized Tax Detriment”
means, with respect to any Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or
a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable
Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.


 


“Reconciliation Dispute”
shall have the meaning set forth in Section 7.9.


 


“Reconciliation Procedures”
shall have the meaning set forth in Section 2.3(a).


 


“Reference Asset”
means an asset that is held by OpCo, or by any of its direct or indirect Subsidiaries treated as a partnership or disregarded entity (but
only if such indirect Subsidiaries are held only through Subsidiaries treated as partnerships or disregarded entities) for purposes of
the applicable Tax, at the time of an Exchange. A Reference Asset also includes any asset the Tax basis of which is determined, in whole
or in part, for purposes of the applicable Tax, by reference to the Tax basis of an asset that is described in the preceding sentence,
including for U.S. federal income Tax purposes, any asset that is “substituted basis property” under Section 7701(a)(42) of
the Code with respect to a Reference Asset.


 


“Remedial Allocations”
means the allocations made under Section 704(c) of the Code (including “remedial items” and “offsetting remedial items”)
in respect of the Units transferred to the Corporate Taxpayer upon an Exchange using the “remedial allocation method” of Treasury
Regulations Section 1.704-3(d) with respect to differences between book basis and tax basis (calculated for purposes of Section 704(c)
of the Code).


 


“Schedule”
means any of the following: (i) a Basis Schedule, (ii) a Tax Benefit Schedule or (iii) the Early Termination Schedule.


 


“Securities Act”
means the Securities Act of 1933, as amended. “Senior Obligations” shall have the meaning set forth in Section 5.1.


 


“SOFR” means,
during any period, an interest rate per annum equal to the greater of (a) 0.25% and (b) the Secured Overnight Financing Rate reported,
two Business Days prior to the first day of such period, by the Wall Street Journal (or if it shall cease to report such rate, as reported
by any other publicly available source of such market rate). If the Secured Overnight Financing Rate ceases to be published or otherwise
is not available, the Corporate Taxpayer will select an alternate benchmark with similar characteristic that gives due consideration to
the prevailing market conventions for determining rates of interest in the United States at such time. Each determination by the Corporate
Taxpayer of SOFR (including selecting an alternate benchmark to the Secured Overnight Financing Rate) shall be conclusive and binding
in the absence of manifest error.


 






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“Stock Exchange Payment”
shall have the meaning set forth in LLC Agreement.


 


“Subsidiaries”
means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly,
or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member
or similar interest of such Person.


 


“Subsidiary Stock”
means any stock or other equity interest in any subsidiary entity of OpCo that is treated as a C corporation for United States federal
income tax purposes.


 


“Tax Attributes”
shall have the meaning set forth in the recitals hereto.


 


“Tax Benefit Payment”
shall have the meaning set forth in Section 3.1(b).


 


“Tax Benefit Schedule”
shall have the meaning set forth in Section 2.2(a).


 


“Tax Return”
means any return, declaration, report, or similar statement filed or required to be filed with respect to Taxes (including any attached
schedules), including any information return, claim for refund, amended return and declaration of estimated Tax.


 


“Taxable Year”
means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local Tax law,
as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made),
ending on or after the Closing Date.


 


“Taxes”
means any and all United States federal, state and local taxes, assessments or similar charges that are based on or measured with respect
to net income or profits, whether as an exclusive or an alternative basis, and including franchise taxes that are based on or measured
with respect to net income or profits, and any interest, penalties, or additions related to such amounts or imposed in respect thereof
under applicable law.


 


“Taxing Authority”
means any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority
thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.


 


“TRA Disinterested
Majority” means a majority of the directors of the Board who are disinterested as determined by the Board in accordance with
the Delaware General Corporation Law with respect to the matter being considered by the Board; provided that to the extent a matter
being considered by the Board is required to be considered by disinterested directors under the rules of the National Securities Exchange
on which the Class A Shares is then listed, the Securities Act or the Exchange Act, such rules with respect to the definition of disinterested
director shall apply solely with respect to such matter.


 






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“TRA Party”
and “TRA Parties” shall have the meaning set forth in the preamble hereto.


 


“TRA Party Representative”
means, initially, William M. George, or, if William M. George becomes unable to perform the TRA Party Representative’s responsibilities
hereunder or resigns from such position, either (i) a replacement TRA Party Representative selected by William M. George or (ii) if has
not selected a replacement TRA Party Representative at or prior to the time of such inability or resignation, that TRA Party or committee
of TRA Parties determined by a plurality vote of the TRA Parties ratably in accordance with their right to receive Early Termination Payments
hereunder if all TRA Parties had fully Exchanged their Units, together with Class X common stock of the Corporate Taxpayer, for Class
A Shares or other consideration and the Corporate Taxpayer had exercised its right of early termination on the date of the most recent
Exchange.


 


“Treasury Regulations”
means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and
succeeding provisions) as in effect for the relevant taxable period.


 


“Units”
shall have the meaning set forth in the recitals hereto.


 


“Valuation Assumptions”
means, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early Termination Date, (i)
the Corporate Taxpayer will have taxable income sufficient to fully utilize deductions arising from the Tax Attributes (other than any
items addressed in clause (ii) below) during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, deductions
and other Tax items arising from Tax Attributes that would result from future Tax Benefit Payments that would be paid in accordance with
the Valuation Assumptions, further assuming that such applicable future payments would be paid on the due date (including extensions)
for filing the Corporate Taxpayer Return for the applicable Taxable Year) in which such deductions would become available, (ii) any loss
carryovers generated by deductions arising from Tax Attributes that are available as of the date of such Early Termination Date will be
used by the Corporate Taxpayer on a pro rata basis from the Early Termination Date through the scheduled expiration date thereof
or, if there is no such scheduled expiration date, the fifteenth anniversary of the Early Termination Date, (iii) the United States federal
income tax rate that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other
law as in effect on the Early Termination Date and the Assumed State and Local tax Rate will be calculated based on such rates and the
apportionment factors applicable in the most recently ended Taxable Year, except to the extent any change to such Tax rates for such Taxable
Year has already been enacted into law as of the Early Termination Date, (iv) any non-amortizable, non-depreciable Reference Assets (other
than any Subsidiary Stock) will be disposed of on the 15th anniversary of the Exchange
which gave rise to the applicable Basis Adjustment and any short-term investments will be disposed of 12 months following the Early Termination
Date; provided that, in the event of a Change of Control, such non-amortizable, non-depreciable Reference Assets shall be deemed
disposed of at the time of sale of such Reference Asset (if earlier than such 15th anniversary),
(v) any Subsidiary Stock will never be disposed of, and (vi) if, at the Early Termination Date, there are Units that have not been Exchanged,
then each such Unit is Exchanged, together with Class X common stock of the Corporate Taxpayer, in a fully taxable transaction for the
Market Value of the Class A Shares that would be transferred if the Exchange occurred on the Early Termination Date.


 






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ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT


 


Section 2.1 Basis Adjustment.
Within 120 calendar days after the filing of the United States federal income tax return of the Corporate Taxpayer for the Taxable Year
that includes the Closing Date and each Taxable Year in which an Exchange has been effected, the Corporate Taxpayer shall deliver to the
TRA Party Representative, in respect of each TRA Party who received (or is deemed to receive) cash or Class A Shares in such Taxable Year
pursuant to an Exchange, a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to perform the
calculations required by this Agreement, (a) the actual Tax basis and the Non-Stepped Up Tax Basis of the Reference Assets as of each
applicable Exchange Date, (b) the Basis Adjustment with respect to the Reference Assets Attributable to each such TRA Party as a result
of the Exchanges effected in such Taxable Year and prior Taxable Years by each such TRA Party, calculated in the aggregate, (c) the period
(or periods) over which the Reference Assets are amortizable and/or depreciable and (d) the period (or periods) over which each Basis
Adjustment in respect of such TRA Party is amortizable and/or depreciable. Each Basis Schedule will become final as provided in Section
2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b).


 


Section 2.2 Tax Benefit
Schedule.


 


(a)  Tax
Benefit Schedule. Within 120 calendar days after the filing of the United States federal income tax return of the Corporate Taxpayer
for each Taxable Year, the Corporate Taxpayer shall provide to the TRA Party Representative, in respect of each TRA Party who has received
(or is deemed to receive) cash or Class A Shares pursuant to an Exchange, a schedule showing, in reasonable detail, the calculation of
the Tax Benefit Payment, if any, any Realized Tax Benefit and any Realized Tax Detriment, as applicable, Attributable to each such TRA
Party for such Taxable Year (a “Tax Benefit Schedule”). Each Tax Benefit Schedule will become final as provided in
Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b)).


 


(b)  Applicable
Principles.


 


(i)  Subject
to Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease
or increase in the Actual Tax Liability for such Taxable Year attributable to the Tax Attributes, determined using a “with and without”
methodology (assuming that such Tax Attributes are the last items utilized in any Taxable Year). For the avoidance of doubt, the Actual
Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under
the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer for the
Units acquired in the Exchange. Carryovers or carrybacks of any Tax item attributable to the Tax Attributes shall be considered to be
subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise
Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.


 






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(ii)  If
a carryover or carryback of any Tax item includes a portion that is attributable to any Tax Attribute and another portion that is not,
such portions shall be considered to be used in accordance with the “with and without” methodology. Except as otherwise required
by applicable law, the parties hereto agree that (A) all Tax Benefit Payments in respect of an Exchange are intended to be treated and
shall be reported for Tax purposes as additional contingent consideration to the applicable TRA Party for such Exchange that has the effect
of creating Basis Adjustments, in each case, to Reference Assets for the Corporate Taxpayer in the year of payment, (B) as a result, such
additional Basis Adjustments will be incorporated into the calculation for the Taxable Year of the applicable payment and into the calculations
for subsequent Taxable Years, as appropriate, (C) the Actual Tax Liability shall take into account the deduction of the portion of the
Tax Benefit Payment that must be accounted for as Imputed Interest under applicable law and (D) the liability for U.S. federal income
Taxes of the Corporate Taxpayer and the amount of taxable income of the Corporate Taxpayer for U.S. federal income Tax purposes as determined
for purposes of calculating the Actual Tax Liability and the Hypothetical Tax Liability shall include, without duplication, such liability
for Taxes and such taxable income that is economically borne by or allocated to the Corporate Taxpayer as a result of the provisions of
Section 5.07 and Section 5.08 of the LLC Agreement; provided, however, that such liability for Taxes and such
taxable income shall be included in the Hypothetical Tax Liability and the Actual Tax Liability subject to the adjustments and assumptions
set forth in the definitions thereof and, to the extent any such amount is taken into account on an Amended Schedule, such amount shall
adjust a Tax Benefit Payment, as applicable, in accordance with Section 2.3(b).


 


Section 2.3 Procedures,
Amendments.


 


(a)  Procedure.
Every time the Corporate Taxpayer delivers to the TRA Party Representative an applicable Schedule under this Agreement, including any
Amended Schedule delivered pursuant to Section 2.3(b), the Corporate Taxpayer shall also (i) deliver to the TRA Party Representative
supporting schedules, valuation reports, if any, and work papers, as determined by the Corporate Taxpayer or requested by the TRA Party
Representative, providing reasonable detail regarding data and calculations that were relevant for the preparation of the Schedule, (ii)
indicate which accounting firm, if any, assisted with the preparation of the Schedule and (iii) allow the TRA Party Representative and
its advisors reasonable access to the appropriate representatives at the Corporate Taxpayer and (at the cost and expense of OpCo) at the
relevant accounting firm that prepared the applicable Schedule, if applicable, in connection with the review of such Schedule. Without
limiting the generality of the preceding sentence, the Corporate Taxpayer shall ensure that each Tax Benefit Schedule or Early Termination
Schedule delivered to the TRA Party Representative, together with any supporting schedules and work papers, provides a reasonably detailed
presentation of the calculation of the Actual Tax Liability (the “with” calculation), the Hypothetical Tax Liability (the
“without” calculation) and identifies any material assumptions or operating procedures or principles that were used for purposes
of such calculations. An applicable Schedule or amendment thereto shall become final and binding on all parties 30 calendar days from
the date on which all relevant TRA Parties are treated as having received the applicable Schedule or amendment thereto under Section
7.1 unless the TRA Party Representative (A) within 30 calendar days from such date provides the Corporate Taxpayer with notice of
an objection to such Schedule (“Objection Notice”) or (B) provides a written waiver of such right of any Objection
Notice within the period described in clause (A) above, in which case such Schedule or amendment thereto shall become binding on the date
such waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable
to successfully resolve the issues raised in the Objection Notice within 30 calendar days after receipt by the Corporate Taxpayer of an
Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the reconciliation procedures as described in Section
7.9 (the “Reconciliation Procedures”).


 


(b)  Amended
Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection
with a Determination affecting such Schedule, (ii) to correct inaccuracies in such Schedule, including those identified as a result of
the receipt of additional factual information relating to a Taxable Year after the date such Schedule was provided to the TRA Party Representative,
(iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax
Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such
Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended
Tax Return filed for such Taxable Year or (vi) to adjust an applicable Basis Schedule to take into account payments made pursuant to this
Agreement (any such Schedule, an “Amended Schedule”) The Corporate Taxpayer shall provide an Amended Schedule to the
TRA Party Representative within 30 calendar days of the occurrence of an event referenced in clauses (i) through (vi) above.


 






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In the event a Schedule is amended after such
Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be
taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken
into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs and (B)
as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount
(or any other interest hereunder) until after the due date (without extensions) for filing the United States federal income tax return
of the Corporate Taxpayer for the Taxable Year in which the amendment actually occurs.


 


ARTICLE III

TAX BENEFIT PAYMENTS


 


Section 3.1 Payments.


 


(a)  Payments.
Within three Business Days after a Tax Benefit Schedule delivered to the TRA Party Representative becomes final in accordance with Section
2.3(a), or, if applicable, Section 7.9, the Corporate Taxpayer shall pay to the TRA Parties in cash (by wire transfer of immediately
available funds to the bank account previously designated by such TRA Party), in accordance with their respective share of such payment
as set forth on the Payment Schedule, the Tax Benefit Payment determined pursuant to Section 3.1(b) for such Taxable Year that
is Attributable to each such TRA Party. Each such Tax Benefit Payment shall be made in cash by wire transfer of immediately available
funds to the bank account previously designated by such TRA Party to the Corporate Taxpayer or as otherwise agreed by the Corporate Taxpayer
and such TRA Party. The payments provided for pursuant to the above sentence shall be computed separately for each TRA Party. For the
avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including federal estimated income tax
payments. Notwithstanding anything herein to the contrary, at the election of a TRA Party (specified in the Exchange Notice with respect
to an applicable Exchange or by providing written notice to the Corporate Taxpayer at the Closing with respect to the purchase), the aggregate
Tax Benefit Payments in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed, as specified
by a TRA Party, 50% of the fair market value of the Class A Shares or cash received in the relevant Exchange. Without limiting the Corporate
Taxpayer’s ability to make offsets against Tax Benefit Payments to the extent permitted by Section 3.5, no TRA Party shall
be required under any circumstances to make a payment or return a payment to the Corporate Taxpayer in respect of any portion of any Tax
Benefit Payment previously paid by the Corporate Taxpayer to such TRA Party (including any portion of any Early Termination Payment).


 





(b)  A
“Tax Benefit Payment” in respect of a TRA Party for a Taxable Year means an amount, not less than zero, equal to the
sum of the portion of the Net Tax Benefit that is Attributable to such TRA Party and the Interest Amount with respect thereto. For the
avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest (to the extent permitted by applicable law
and other than amounts accounted for as Imputed Interest), but instead shall be treated as additional consideration for the acquisition
of Units in the applicable Exchange, unless otherwise required by law. Subject to Section 3.3(a), the “Net Tax Benefit”
for a Taxable Year means an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such
Taxable Year over the total amount of payments previously made under this Section 3.1 (excluding payments attributable to Interest
Amounts); provided that if there is no such excess (or a deficit exists), no TRA Party shall be required to make payment (or return
a payment) to the Corporate Taxpayer in respect of any portion of any previously made Tax Benefit Payment. The “Interest Amount”
means an amount equal to the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for
filing the Corporate Taxpayer Return with respect to Taxes for such Taxable Year until the payment date under Section 3.1(a). The
Net Tax Benefit and the Interest Amount shall be determined separately with respect to each Exchange, on a Unit by Unit basis by reference
to the resulting Basis Adjustment to the Corporate Taxpayer. Notwithstanding the foregoing, for each Taxable Year ending on or after the
date of a Change of Control that occurs after the Closing Date, all Tax Benefit Payments, whether paid with respect to the Units that
were Exchanged (i) prior to the date of such Change of Control or (ii) on or after the date of such Change of Control, shall be calculated
by utilizing the assumptions (i), (iii) and (iv) set forth in the definition of Valuation Assumptions, substituting, in each case, the
terms “the closing date of a Change of Control” for an “Early Termination Date.”


 






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Section 3.2 No Duplicative
Payments. It is intended that the provisions of this Agreement will result in the payments specified in Section 3.1 being made
to the TRA Parties and will not result in duplicative payment of any amount (including interest) required under this Agreement. The provisions
of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.


 


Section 3.3 Payments;
Coordination of Benefits With Other Tax Receivable Agreements.


 


(a)  Notwithstanding
anything in Section 3.1 to the contrary, to the extent that the aggregate Tax benefit of the Corporate Taxpayer with respect to
the Basis Adjustments or Imputed Interest is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient
taxable income, the Net Tax Benefit for the Corporate Taxpayer shall be allocated among all TRA Parties eligible for payments under this
Agreement in proportion to the respective amounts of Net Tax Benefit that would have been allocated to each such TRA Party if the Corporate
Taxpayer had sufficient taxable income so that there were no such limitation. To the extent any part of the limitation on the Tax benefit
is allocated in a manner that differs from the order prescribed in the applicable rules of the Code and the Treasury Regulations regarding
the utilization, or deemed utilization, of such Tax items, appropriate adjustments, consistent with the principles of this Section 3.3,
shall be made in future Taxable Years to take into account such differing allocation.


 


(b)  If
for any reason (including as contemplated by Section 3.3(a)) the Corporate Taxpayer does not fully satisfy its payment obligations
to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the
TRA Parties agree that no Tax Benefit Payment shall be made in respect of any subsequent Taxable Year until all Tax Benefit Payments in
respect of prior Taxable Years have been made in full.


 


(c)  The
effect of any other similar tax receivable agreement entered into after the date of this Agreement (“Other Tax Receivable Obligations”)
shall not be taken into account in respect of any calculations made hereunder.


 


Section 3.4 Sufficient
Funds. The Corporate Taxpayer shall use commercially reasonable efforts to ensure that it has sufficient available funds to make all
payments due under this Agreement, including using commercially reasonable efforts to cause OpCo to make distributions to the Corporate
Taxpayer to make such payments so long as such distributions do not violate (a) a prohibition, restriction or covenant under any prohibition,
restriction or covenant under any credit agreement, loan agreement, note, indenture or other agreement governing indebtedness of the Corporate
Taxpayer or its Subsidiaries (including any Senior Obligation) or (b) restrictions under applicable law.


 


Section 3.5 Overpayments.
To the extent the Corporate Taxpayer makes a payment to a TRA Party in respect of a particular Taxable Year under Section 3.1(a) in an
amount in excess of the amount of such payment that should have been made to such TRA Party in respect of such Taxable Year (taking into
account Section 3.3) under the terms of this Agreement, then such TRA Party shall not receive further payments under Section
3.1(a) until such TRA Party has foregone an amount of payments equal to such excess.


 






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Section 3.6 Payment
Schedule. The allocation of the payments hereunder in accordance with the Payment Schedule shall be binding on all TRA Parties and
shall be used by the Corporate Taxpayer for purposes of disbursement of any such payments. In making any payments or disbursements pursuant
to this Agreement, the Corporate Taxpayer shall be entitled to rely fully on the shares of the TRA Parties as set forth on the Payment
Schedule and shall not be liable to any TRA Party for the accuracy of the determination of such shares. Each of the TRA Parties acknowledges
and agrees that it has agreed to each Payment Schedule, as it may be amended from time to time in accordance with this Agreement.


 


ARTICLE IV

TERMINATION


 


Section 4.1 Early Termination
and Breach of Agreement.


 


(a)  The
Corporate Taxpayer may, with the prior written consent of the TRA Disinterested Majority, terminate this Agreement with respect to all
amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties at any time by paying to the TRA Parties,
in accordance with their respective shares as set forth on the Payment Schedule, the Early Termination Payment due pursuant to Section
4.3 in respect of all TRA Parties; provided, however, that this Agreement shall only terminate upon the receipt of the
Early Termination Payment by all TRA Parties; provided further that the Corporate Taxpayer may withdraw any notice to execute its
termination rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment
of the Early Termination Payment to all of the TRA Parties, none of the TRA Parties or the Corporate Taxpayer shall have any further payment
obligations under this Agreement, other than for any (i) Tax Benefit Payment due and payable that remains unpaid as of the Early Termination
Date and (ii) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to
the extent that the amount described in clauses (i) or (ii) is included in the Early Termination Payment). If an Exchange occurs after
the Corporate Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this
Agreement with respect to such Exchange.


 


(b)  In
the event that the Corporate Taxpayer (i) breaches any of its material obligations under this Agreement, or (ii)(A) the Corporate Taxpayer
commences any case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating
to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, seeking
to adjudicate it a bankrupt or insolvent or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition
or other relief with respect to it or its debts or (2) seeking an appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors
or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the nature referred to in clause
(A) above that remains undismissed or undischarged for a period of 60 days, all obligations hereunder shall be accelerated and such obligations
shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but not be limited
to, (x) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (y) any
Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and such TRA Party as due and payable but unpaid as
of the date of a breach and (z) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including
the date of a breach; provided that procedures similar to the procedures of Section 4.2 shall apply with respect to
the determination of the amount payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event
that the Corporate Taxpayer breaches this Agreement (and, in the case of a breach of a material obligation other than an obligation to
make a payment, does not cure such breach within 10 business days following receipt by the Corporate Taxpayer of written notice thereof),
each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (x), (y) and (z) above or to seek specific performance
of the terms hereof. The parties hereto agree that the failure by the Corporate Taxpayer to make any payment due pursuant to this Agreement
within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all
purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement by the Corporate
Taxpayer to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything
in this Agreement to the contrary, it shall not be a breach of this Agreement by the Corporate Taxpayer if the Corporate Taxpayer fails
to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer (I) has insufficient funds, or cannot make such payment
as a result of obligations imposed in connection with any Senior Obligations, and cannot take commercially reasonable actions to obtain
sufficient funds, to make such payment or (II) would become insolvent as a result of making such payment (in each case, as determined
by the Board in good faith) (clauses (I) and (II) together, the “Liquidity Exceptions”); provided that the interest
provisions of Section 5.2 shall apply to such late payment; provided, further, that if the Liquidity Exceptions apply
and the Corporate Taxpayer declares or pays any dividend of cash to its shareholders while any Tax Benefit Payment is due and payable
and remains unpaid, then the Liquidity Exceptions shall no longer apply.


 






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(c)  In
the event of a Change of Control, the Corporate Taxpayer shall provide written notice of such Change of Control to the TRA Parties in
accordance with the procedures set forth in Section 11.07 of the LLC Agreement and the TRA Party Representative shall have the option,
upon written notice to the Corporate Taxpayer, to cause acceleration of all unpaid payment obligations with respect to Units that have
been Exchanged prior to or in connection with such Change of Control, which shall be calculated as if an Early Termination Notice had
been delivered on the date of such Change of Control and shall include, without duplication, (i) the Early Termination Payments calculated
with respect to such TRA Parties as if the Early Termination Date is the date of such Change of Control, (ii) any Tax Benefit Payment
due and payable and that remains unpaid as of the date of such Change of Control and (iii) any Tax Benefit Payment in respect of any TRA
Party due for the Taxable Year ending with or including the date of such Change of Control. In the event of a Change of Control, any Early
Termination Payment described in the preceding sentence shall be calculated utilizing the assumptions (i), (ii) and (iii) set forth in
the definition of Valuation Assumptions, substituting, in each case, and in the lead-in to such definition, the terms “date of a
Change of Control” for an “Early Termination Date.” Any Exchanges with respect to which a payment has been made under
this Section 4.1(c) shall be excluded in calculating any future Tax Benefit Payments or Early Termination Payments, and this Agreement
shall have no further application to such Exchanges.


 


Section 4.2 Early Termination
Notice. If the Corporate Taxpayer chooses to exercise its right of early termination in accordance with Section 4.1(a), the
Corporate Taxpayer shall deliver to each TRA Party a notice (“Early Termination Notice”) and a schedule (the “Early
Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable
detail the calculation of the Early Termination Payment(s) due for each TRA Party. Each Early Termination Schedule shall become final
and binding on all parties hereto 30 calendar days from the first date on which all TRA Parties are treated as having received such Schedule
or amendment thereto under Section 7.1 unless, prior to such 30th-calendar day,
the TRA Party Representative provides (a) the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith
(the “Material Objection Notice”) or (b) a written waiver of such right of a Material Objection Notice, in which case
such Schedule will become binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective
Date”). If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues
raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate
Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding
ten calendar days after the conclusion of the Reconciliation Procedures.


 


Section 4.3 Payment
Upon Early Termination.


 


(a)  Within
three Business Days after the Early Termination Effective Date, the Corporate Taxpayer shall pay to the TRA Parties, in accordance with
their respective shares as set forth on the Payment Schedule, an amount equal to the Early Termination Payment in respect of all TRA Parties.
Such payment shall be made in cash by wire transfer of immediately available funds to a bank account or accounts designated by each TRA
Party or as otherwise agreed by the Corporate Taxpayer and such TRA Party.


 


(b)  “Early
Termination Payment” in respect of a TRA Party means an amount equal to the present value, discounted at the Early Termination
Rate as of the applicable Early Termination Effective Date, of all Tax Benefit Payments in respect of such TRA Party that would be required
to be paid by the Corporate Taxpayer beginning from the Early Termination Date and assuming that (i) the Valuation Assumptions in respect
of such TRA Party are applied, (ii) for each Taxable Year, the Tax Benefit Payment is paid on the due date, assuming an extension, of
the U.S. federal income tax return of the Corporate Taxpayer and (iii) for purposes of calculating the Early Termination Rate, LIBOR shall
be LIBOR as of the date of the Early Termination Notice. For the avoidance of doubt, an Early Termination Payment shall be made to each
applicable TRA Party regardless of whether such TRA Party has exchanged all of its Units as of the Early Termination Effective Date.


 






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ARTICLE V

SUBORDINATION AND LATE PAYMENTS


 


Section 5.1 Subordination.
Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to
be made by the Corporate Taxpayer to the TRA Parties under this Agreement shall rank (a) subordinate and junior in right of payment to
any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of
the Corporate Taxpayer and its Subsidiaries (“Senior Obligations”), (b) senior in right of payment to any principal,
interest or other amounts due and payable in respect of any Other Tax Receivable Obligation, and (c) pari passu with all current
or future unsecured obligations of the Corporate Taxpayer that are not Senior Obligations or Other Tax Receivable Obligations. To the
extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1
and the terms of agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of TRA Parties
and the Corporate Taxpayer shall make such payments at the first opportunity that such payments are permitted to be made in accordance
with the terms of the Senior Obligations and Section 5.2 shall apply to such payment. To the extent the Corporate Taxpayer or its
Subsidiaries (including OpCo and its Subsidiaries) incur, create or assume any Senior Obligations from and after the date hereof, the
Corporate Taxpayer shall, and shall cause its Subsidiaries to, endeavor in good faith to ensure that such indebtedness permits the amounts
payable hereunder to be paid.


 


Section 5.2 Late Payments
by the Corporate Taxpayer. The amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made by the
Corporate Taxpayer to the TRA Parties when due under the terms of this Agreement, whether as a result of Section 5.1 or otherwise,
shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Tax Benefit
Payment or Early Termination Payment was due and payable.


 


ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION


 


Section 6.1 Participation
in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided in this Agreement, the BCA or the LLC
Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate
Taxpayer and OpCo, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining
to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Party Representative in writing of the commencement
of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and
OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations
of a TRA Party under this Agreement, and shall provide to the TRA Party Representative reasonable opportunity to participate in or provide
information and other input to the Corporate Taxpayer, OpCo and their respective advisors concerning the conduct of any such portion of
such audit; provided, however, that the Corporate Taxpayer and OpCo shall not be required to take any action that is inconsistent
with any provision of the LLC Agreement.


 






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Section 6.2 Consistency.
The Corporate Taxpayer and the TRA Parties agree to report and cause to be reported for all purposes, including United States federal,
state and local Tax purposes and financial reporting purposes, all Tax-related items (including the Basis Adjustments and each Tax Benefit
Payment) in a manner consistent with that set forth in this Agreement or specified by the Corporate Taxpayer in any Schedule (or Amended
Schedule, as applicable) required to be provided by or on behalf of the Corporate Taxpayer under this Agreement that is final and binding
on the parties hereto unless otherwise required by law. The Corporate Taxpayer shall (and shall cause OpCo and its other Subsidiaries
to) use commercially reasonable efforts (which, for the avoidance of doubt, shall include taking into account the interests and entitlements
of all TRA Parties under this Agreement) to defend the Tax treatment contemplated by this Agreement and any Schedule (or Amended Schedule,
as applicable) in any audit, contest or similar proceeding with any Taxing Authority.


 


Section 6.3 Cooperation.
Each of the TRA Parties shall (a) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials
as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under
this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b)
make itself available to the Corporate Taxpayer and its representatives to provide explanations of documents and materials and such other
information as the Corporate Taxpayer or its representatives may reasonably request in connection with any of the matters described in
clause (a) above, and (c) reasonably cooperate in connection with any such matter, and the Corporate Taxpayer shall reimburse each such
TRA Party for any reasonable third-party costs and expenses incurred pursuant to this Section 6.3.


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.1 Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly given (a) when
delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when delivered
by email or other electronic transmission (in each case in this clause (d), solely if receipt is confirmed), at the following address
(or to such other address for a party as shall be specified in a notice given in accordance with this Section 7.1):


 


(i) If to
the Corporate Taxpayer:


 


WHC Worldwide, LLC


1300 Lydia Ave.


Kansas City, MO, 64106


Attn.: Chief Executive Officer


Email: wmgeorge@ztrip.com


 






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with copies (which shall not constitute
notice) to:




 


Stinson LLP


1201 Walnut Street, Suite 2900


Kansas City, MO 64106


Attn.: Jack Bowling & Stephen Quinlivan


Email: jack.bowling@stinson.com


stephen.quinlivan@stinson.com





 


(ii) If
to the TRA Party Representative, to:


 


William M. George


1300 Lydia Ave.


Kansas City, MO, 64106


Email: wmgeorge@ztrip.com


 


(iii) If
to the TRA Parties, to the address set forth in the records of OpCo from time to time.


 


Section 7.2 Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being
understood that all parties hereto need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.


 


Section 7.3 Entire
Agreement; Third Party Beneficiaries. This Agreement (together with all Schedules to this Agreement), the BCA (together with the Ancillary
Documents), and the LLC Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written
and oral, among the parties hereto with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


Section 7.4 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the
conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.


 


Section 7.5 Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other
terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 






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Section 7.6 Successors;
Assignment; Amendments; Waivers.


 


(a)  Each
TRA Party may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in
connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the
Corporate Taxpayer (the “Joinder Requirement”), agreeing to become a TRA Party for all purposes of this Agreement.
For the avoidance of doubt, if a TRA Party transfers Units in accordance with the terms of the LLC Agreement but does not assign to the
transferee of such Units its rights under this Agreement with respect to such transferred Units, such TRA Party shall continue to be entitled
to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units and such transferee may not enforce the
provisions of this Agreement. Notwithstanding any other provision of this Agreement, an assignee of only rights to receive a Tax Benefit
Payment in connection with an Exchange has no rights under this Agreement other than to enforce its right to receive a Tax Benefit Payment
pursuant to this Agreement. The Corporate Taxpayer may not assign any of its rights or obligations under this Agreement to any Person
(other than in connection with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably
withheld, conditioned or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void.


 


(b)  No
provision of this Agreement may be amended unless such amendment is approved in writing by the Corporate Taxpayer (as determined by the
TRA Disinterested Majority) and by the TRA Party Representative and no provision of this Agreement may be waived unless such waiver is
in writing and signed by the party against whom the waiver is to be effective (or, in the case of a waiver by all TRA Parties, signed
by the TRA Party Representative); provided that no such amendment or waiver shall be effective if such amendment or waiver will
have a disproportionate and adverse effect on the payments certain TRA Parties will or may receive under this Agreement unless such amendment
or waiver is consented in writing by the TRA Parties disproportionately and adversely affected who would be entitled to receive at least
majority of the total amount of the Early Termination Payments payable to all TRA Parties disproportionately and adversely affected hereunder
if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment
or waiver (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to this Agreement since the date of such
most recent Exchange).


 


(c)  This
Agreement and all of the terms and provisions of this Agreement shall be binding upon, shall inure solely to the benefit of and shall
be enforceable by each of the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators and
legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform
if no such succession had taken place (any such assignment, a “Mandatory Assignment”).


 






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Section 7.7 Titles
and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.


 


Section 7.8 Waiver
of Jury Trial, Jurisdiction.


 


(a)  EACH
PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN
OR AMONG ANY OF THE PARTIES HERETO (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. THE
PARTIES HERETO FURTHER REPRESENT AND WARRANT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


(b)  Subject
to Section 7.9, each of the parties hereto submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware
or if such court declines jurisdiction, then to the Federal District Court for the District of Delaware, in any action, suit or proceeding
arising out of or relating to this Agreement, agrees that all claims in respect of such action, suit or proceeding shall be heard and
determined in any such court and agrees not to bring any action, suit or proceeding arising out of or relating to this Agreement in any
other courts. Nothing in this Section 7.8, however, shall affect the right of any party hereto to serve legal process in any other
manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action, suit or proceeding so brought shall
be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. The parties hereto hereby
waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction
or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in this Section 7.8
and the parties hereto agree not to plead or claim the same.


 


Section 7.9 Reconciliation.
In the event that the Corporate Taxpayer and the TRA Party Representative are unable to resolve a disagreement with respect to the matters
(a) governed by Section 2.3 and Section 4.2 or (b) described in the definition of “LIBOR” within the relevant
period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination
to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both
the Corporate Taxpayer and the TRA Party Representative. The Expert shall be a partner or principal in a nationally recognized accounting
or law firm, and unless the Corporate Taxpayer and the TRA Party Representative agree in writing otherwise, the Expert shall not, and
the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or the TRA Party Representative
or other actual or potential conflict of interest. If the Corporate Taxpayer and the TRA Party Representative are unable to agree on an
Expert within 15 calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed
by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Basis Schedule or an
amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating
to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each
case, after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved
before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting
the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return
may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating
to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer except as provided in the next sentence.
The Corporate Taxpayer and the TRA Party Representative shall bear their own respective costs and expenses of such proceeding, unless
(i) the Expert adopts the TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse the TRA Party
Representative for any reasonable out-of-pocket costs and expenses in such proceeding or (ii) the Expert adopts the Corporate Taxpayer’s
position, in which case the TRA Party Representative shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and
expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.9
shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant
to this Section 7.9 shall be binding on the Corporate Taxpayer and each of the TRA Parties and may be entered and enforced in any
court having jurisdiction.


 






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Section 7.10 Withholding.
The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as
the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or any provision
of state, local or foreign tax law; provided, however, that the Corporate Taxpayer (i) gives 10 days advance written
notice of its intention to make such withholding to the TRA Representative, (ii) identifies the legal basis requiring such
withholding and (iii) gives the TRA Representative an opportunity to establish that such withholding is not legally required. Except
upon an applicable change in law, no U.S. federal income Taxes will be required to be withheld in respect of any payment under this
Agreement to any Person that is a United States Person” within the meaning of Section 7701(a)(30) of the Code that timely
delivers to the Corporation a properly completed IRS Form W-9. To the extent that amounts are so withheld and paid over to the
appropriate Taxing Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as
having been paid to the Person in respect of whom such withholding was made. The Corporate Taxpayer shall provide evidence of such
payment to the TRA Parties (through the TRA Representative) to the extent that such evidence is available. Each TRA Party shall
promptly provide the Corporate Taxpayer with any applicable Tax forms and certifications (including IRS Form W-9 or the applicable
version of IRS Form W- 8) reasonably requested by the Corporate Taxpayer in connection with determining whether any such deductions
and withholdings are required under the Code or any provision of state, local or foreign tax law and shall promptly provide an
update of any such Tax form or certification previously delivered if the same has become incorrect or has expired.


 


Section 7.11 Admission
of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.


 


(a)  If
the Corporate Taxpayer is or becomes a member of an affiliated, consolidated, combined or unitary group of corporations that files a consolidated,
combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local
Tax law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments,
Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated, combined or unitary
taxable income of the group as a whole.


 


(b)  If
any Person the income of which is included in the income of the Corporate Taxpayer or the Corporate Taxpayer’s affiliated or consolidated
group transfers one or more assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) with
which such entity does not file a consolidated Tax Return pursuant to Section 1501 of the Code or any corresponding provisions of state
or local Tax law, such Person, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment due hereunder,
shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed
to be received in a transaction contemplated in the prior sentence shall be equal to the fair market value of the deemed transferred asset,
plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset or (ii) the amount of debt
allocated to such asset, in the case of a transfer of a partnership interest. The transactions described in this Section 7.11(b)
shall be taken into account in determining the Realized Tax Benefit or Realized Tax Detriment, as applicable, for such Taxable Year based
on the income, gain or loss deemed allocated to the Corporate Taxpayer using the Non- Stepped Up Tax Basis of the Reference Assets in
calculating its Hypothetical Tax Liability for such Taxable Year and using the actual Tax basis of the Reference Assets in calculating
its Actual Tax Liability, determined using the “with and without” methodology. Thus, for example, in determining the Hypothetical
Tax Liability of the Corporate Taxpayer, the taxable income of the Corporate Taxpayer shall be determined by treating OpCo as having sold
the applicable Reference Asset for its fair market value, recovering any basis applicable to such Reference Asset (using the Non-Stepped
Up Tax Basis), while the Actual Tax Liability of the Corporate Taxpayer would be determined by recovering the actual Tax basis of the
Reference Asset that reflects any Basis Adjustments. For purposes of this Section 7.11, a transfer of a partnership interest shall
be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership.


 






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Section 7.12 Confidentiality.


 


(a)  Each
TRA Party and each of their respective assignees acknowledges and agrees that the information of the Corporate Taxpayer is confidential
and, except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or legal
process or to enforce the terms of this Agreement, such Person shall keep and retain in confidence in accordance with this Agreement,
and not disclose to any Person, any confidential matters acquired pursuant to this Agreement of the Corporate Taxpayer and its Affiliates
and successors, concerning OpCo and its Affiliates and successors or members, learned by such TRA Party heretofore or hereafter. This
Section 7.12 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer or any of its
Affiliates, becomes public knowledge (except as a result of an act of a TRA Party in violation of this Agreement) or is generally known,
(ii) the disclosure of information to the extent necessary for a TRA Party to assert its rights hereunder or defend itself in connection
with any action or proceeding arising out of, or relating to, this Agreement, (iii) any information that was in the possession of, or
becomes available to, a TRA Party from a source other than the Corporate Taxpayer, its Affiliates or its or their respective representatives
(provided that such source is not known by such TRA Party to be bound by a legal, contractual or fiduciary confidentiality obligation
not to disclose such information) and (iv) the disclosure of information to the extent necessary for a TRA Party to prepare and file its
Tax Returns, to respond to any inquiries regarding the same from any governmental or taxing authority or to prosecute or defend any action,
proceeding or audit by any governmental or taxing authority with respect to such returns. Notwithstanding anything to the contrary herein,
each TRA Party and each of its respective assignees (and each employee, representative or other agent of such TRA Party or its assignees,
as applicable) may disclose to any and all Persons the tax treatment and tax structure of the Corporate Taxpayer, OpCo and their respective
Affiliates, and any of their respective transactions, and all materials of any kind (including opinions or other tax analyses) that are
provided to such TRA Party relating to such tax treatment and tax structure.


 


(b)  If
a TRA Party or an assignee thereof commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12,
the Corporate Taxpayer shall have the right and remedy to seek to have the provisions of this Section 7.12 specifically enforced
by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security. Such rights
and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.


 


Section 7.13 Change
in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a TRA Party reasonably
believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement)
recognized by the TRA Party upon any Exchange by such TRA Party to be treated as ordinary income rather than capital gain (or otherwise
taxed at ordinary income rates) for United States federal income tax purposes or would have other material adverse tax consequences to
such TRA Party, then at the election of such TRA Party and to the extent specified by such TRA Party, this Agreement (a) shall cease to
have further effect with respect to such TRA Party, (b) shall not apply to an Exchange by such TRA Party occurring after a date specified
by such TRA Party or (c) shall otherwise be amended in a manner determined by such TRA Party; provided that such amendment shall
not result in an increase in payments under this Agreement at any time as compared to the amounts and times of payments that would have
been due in the absence of such amendment.


 


Section 7.14 Independent
Nature of TRA Parties’ Rights and Obligations. The obligations of each TRA Party hereunder are several and not joint with the
obligations of any other TRA Party, and no TRA Party shall be responsible in any way for the performance of the obligations of any other
TRA Party hereunder. The decision of each TRA Party to enter into this Agreement has been made by such TRA Party independently of any
other TRA Party. Nothing contained herein, and no action taken by any TRA Party pursuant hereto, shall be deemed to constitute the TRA
Parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the TRA Parties are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby and the Corporate
Taxpayer acknowledges that the TRA Parties are not acting in concert or as a group, and the Corporate Taxpayer will not assert any such
claim, with respect to such obligations or the transactions contemplated hereby.


 






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Section 7.15 TRA Party
Representative.


 


(a)  Without
further action of any of the Corporate Taxpayer, the TRA Party Representative or any TRA Party, and as partial consideration in respect
of the benefits conferred by this Agreement, the TRA Party Representative is hereby irrevocably constituted and appointed as the TRA Party
Representative, with full power of substitution, to take any and all actions and make any decisions required or permitted to be taken
by the TRA Party Representative under this Agreement.


 


(b)  If
at any time the TRA Party Representative shall incur any out-of-pocket expenses in connection with the exercise of its duties hereunder,
upon written notice to the Corporate Taxpayer from the TRA Party Representative of documented costs and expenses (including fees and disbursements
of counsel and accountants) incurred by the TRA Party Representative in connection with the performance of its rights or obligations under
this Agreement and the taking of any and all actions in connection therewith, the Corporate Taxpayer shall reduce the future payments
(if any) due to the TRA Parties hereunder pro rata by the amount of such expenses which it shall instead remit directly to the
TRA Party Representative. In connection with the performance of its rights and obligations under this Agreement and the taking of any
and all actions in connection therewith, the TRA Party Representative shall not be required to expend any of its own funds (though, for
the avoidance of doubt, but without limiting the provisions of this Section 7.15(b), it may do so at any time and from time to
time in its sole discretion).


 


(c)  The
TRA Party Representative shall not be liable to any TRA Party for any act of the TRA Party Representative arising out of or in connection
with the acceptance or administration of its duties under this Agreement, except to the extent any liability, loss, damage, penalty, fine,
cost or expense is actually incurred by such TRA Party as a proximate result of the bad faith or willful misconduct of the TRA Party Representative
(it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of good faith judgment).
The TRA Party Representative shall not be liable for, and shall be indemnified by the TRA Parties (on a several but not joint basis) for,
any liability, loss, damage, penalty or fine incurred by the TRA Party Representative (and any cost or expense incurred by the TRA Party
Representative in connection therewith and herewith and not previously reimbursed pursuant to Section 7.15(b)) arising out of or
in connection with the acceptance or administration of its duties under this Agreement, and such liability, loss, damage, penalty, fine,
cost or expense shall be treated as an expense subject to reimbursement pursuant to the provisions of Section 7.15(b), except to
the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the bad faith or willful misconduct
of the TRA Party Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive
evidence of good faith judgment); provided, however, in no event shall any TRA Party be obligated to indemnify the TRA Party
Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the extent) that the
aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such TRA Party hereunder is
or would be in excess of the aggregate payments under this Agreement actually remitted to such TRA Party.


 


(d)  Subject
to Section 7.6(b), a decision, act, consent or instruction of the TRA Party Representative shall constitute a decision of all TRA
Parties and shall be final, binding and conclusive upon each TRA Party, and the Corporate Taxpayer may rely upon any decision, act, consent
or instruction of the TRA Party Representative as being the decision, act, consent or instruction of each TRA Party. The Corporate Taxpayer
is hereby relieved from any liability to any Person for any acts done by the Corporate Taxpayer in accordance with any such decision,
act, consent or instruction of the TRA Party Representative.


 


[Remainder of Page Intentionally Left Blank]


 






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IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first written above.


 


	 	SPREE ACQUISITION CORP. 1 LIMITED
	 	 	 
	 	By: 	/s/ Steven Greenfield
	 	Name: 	Steven Greenfield
	 	Title:	Executive Chairman


 


[Signature Page to Tax Receivable Agreement]


 




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	 	TRA PARTY REPRESENTATIVE:
	 	 
	 	By: 	/s/ William M. George
	 	 	Name:	 William M. George
	 	 	 	 


 


[Signature Page to Tax Receivable Agreement]


 




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	 	TRA PARTIES
	 	 	
	 	/s/ William M. George
	 	William M. George
	 	 	 
	 	YCC3, LLC
	 	 	 
	 	By:	/s/ Jamie Campo Longo
	 	Name: 	Jamie Campo Longo
	 	Title:	Partner
	 	 	 
	 	BBLE, LLC
	 	 	 
	 	By:	/s/ Leo Morton
	 	Name:	Leo Morton
	 	Title:	President & COO
	 	 	 
	 	WHCWW5 HOLDING, LLC
	 	 	 
	 	By:	/s/ Terry Oates
	 	Name:	Terry Oates
	 	Title:	CFO



 


[Signature Page to Tax Receivable Agreement]


 


 


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