Exhibit 10.2


 


TAX RECEIVABLE AGREEMENT





among





[       ]





and





THE PERSONS NAMED HEREIN


 


Dated as of [       ]


 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	ARTICLE I DEFINITIONS	 	 
	 	 	 	 
	Section 1.1 	Definitions	 	 
	 	 	 	 
	ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT	 	 
	 	 	 	 
	Section 2.1 	Basis Adjustment	 	 
	Section 2.2 	Tax Benefit Schedule	 	 
	Section 2.3 	Procedures, Amendments	 	 
	 	 	 	 
	ARTICLE III TAX BENEFIT PAYMENTS	 	 
	 	 	 	 
	Section 3.1 	Payments	 	 
	Section 3.2 	No Duplicative Payments	 	 
	Section 3.3 	Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements	 	 
	 	 	 	 
	ARTICLE IV TERMINATION	 	 
	 	 	 	 
	Section 4.1 	Early Termination and Breach of Agreement	 	 
	Section 4.2 	Early Termination Notice	 	 
	Section 4.3 	Payment upon Early Termination	 	 
	Section 4.4 	Scheduled Termination	 	 
	 	 	 	 
	ARTICLE V SUBORDINATION AND LATE PAYMENTS	 	 
	 	 	 	 
	Section 5.1 	Subordination	 	 
	Section 5.2 	Late Payments by the Corporate Taxpayer	 	 
	 	 	 	 
	ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION	 	 
	 	 	 	 
	Section 6.1 	Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters	 	 
	Section 6.2 	Consistency	 	 
	Section 6.3 	Cooperation	 	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS	 	 
	 	 	 	 
	Section 7.1 	Notices	 	 
	Section 7.2 	Counterparts	 	 
	Section 7.3 	Entire Agreement; No Third Party Beneficiaries	 	 
	Section 7.4 	Governing Law	 	 
	Section 7.5 	Severability	 	 
	Section 7.6 	Successors; Assignment; Amendments; Waivers	 	 




     


     


    

	Section 7.7 	Titles and Subtitles	 	 
	Section 7.8 	Resolution of Disputes	 	 
	Section 7.9 	Reconciliation	 	 
	Section 7.10 	Withholding	 	 
	Section 7.11 	Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets	 	 
	Section 7.12 	Confidentiality	 	 
	Section 7.13 	Change in Law	 	 
	Section 7.14 	Independent Nature of TRA Parties’ Rights and Obligations	 	 
	Section 7.15 	TRA Party Representative	 	 
	 	 	 	 


TAX RECEIVABLE AGREEMENT


 


This TAX RECEIVABLE AGREEMENT
(this “Agreement”), dated as of [       ], is hereby entered into by and among [       ], a Delaware corporation (the “Corporate
Taxpayer”), and each of the other persons from time to time party hereto (the “TRA Parties”).


 


RECITALS


 


WHEREAS, the TRA Parties
directly [or indirectly] hold limited liability company units (the “Units”) in WM Holding Company, LLC, a Delaware
limited liability company (“OpCo”), which is classified as a partnership for United States federal income tax
purposes;


 


WHEREAS, the Corporate
Taxpayer, OpCo, Silver Spike Merger Sub LLC, a Delaware limited liability company (“Opco Merger Sub”), and other
parties thereto entered into that certain Agreement and Plan of Merger, dated [       ] (as further amended or modified in whole or in
part from time to time in accordance with such Agreement, the “Merger Agreement”), pursuant to which, among
other things, Opco Merger Sub merged with and into OpCo with OpCo surviving (the “Merger”) and the Corporate
Taxpayer acquired certain Units in (i) a contribution governed by Section 721 of the Internal Revenue Code of 1986, as amended
(the “Code”) and (ii) in a taxable transaction under Section 741 of the Code (the “Purchase”);


 


WHEREAS, following the
Merger, the Corporate Taxpayer is the managing member of OpCo, and holds and will hold, directly and/or indirectly, Units;


 


WHEREAS, following the
Merger, the Units held by the TRA Parties, together with Class V common stock of the Corporate Taxpayer, may be exchanged 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) and the Exchange Agreement, dated as of [       ], among the Corporate Taxpayer,
OpCo, and the holders of Units from time to time party thereto, as amended from time to time (the “Exchange Agreement”);


 


WHEREAS, OpCo and each
of its direct and indirect subsidiaries 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 by the Corporate Taxpayer from the TRA Parties for Class A Shares or other consideration occurs;


 


WHEREAS, as a result
of the Purchase and 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”);


 


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, the actual liability for Taxes, which shall not be less than zero,
of (i) the Corporate Taxpayer and (ii) without duplication, OpCo and its Subsidiaries, but only with respect to Taxes imposed on
OpCo and its Subsidiaries and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the
Corporate Taxpayer is the parent, provided, that, if applicable, such amounts shall be determined in accordance with a Determination
(including interest imposed in respect thereof under applicable law).


 


“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 LIBOR plus 100 basis points.


 


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


 


(i) any Purchase Basis
Adjustments shall be determined separately with respect to each TRA Party and are Attributable to each TRA Party in an amount equal
to the total Purchase Basis Adjustments relating to the interests in OpCo exchanged by such TRA Party in the Purchase;


 


(ii) any Exchange Basis
Adjustments shall be determined separately with respect to each TRA Party and are Attributable to a TRA Party in an amount equal
to the total Exchange Basis Adjustments relating to the Units Exchanged by such TRA Party; and


 


(iii) 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 a Purchase Basis Adjustment or an Exchange Basis Adjustment.


 


A “Beneficial
Owner” of a security is 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.


 


“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, San Francisco, California
or Wilmington, Delaware are authorized or required by Law to close.


 


“Cash Exchange Payment”
has the meaning set forth in the Exchange 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; or


 


(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 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); or


 


(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 (x) the board of directors 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,
the ultimate parent thereof, or (y) 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, the ultimate
parent thereof; or


 


(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)(x) 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.


 


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


 


“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
Return” means the United States federal and/or state and/or local and/or foreign 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.


 


“Default Rate” means the LIBOR 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, foreign 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.


 


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


 


“Early Termination Rate” means the
LIBOR plus 150 basis points.


 


“Exchange”
is defined in the Recitals of this Agreement.


 


“Exchange 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, local, and foreign Tax laws, as a result of an Exchange and the payments made pursuant to this Agreement.
The amount of any Exchange 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 an Exchange 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.


 


“Exchange Date” means the date of
any Exchange.


 


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


 


“Hypothetical Tax Liability”
means, with respect to any Taxable Year, an amount, not less than zero, equal to the liability for Taxes of (i) the Corporate Taxpayer
and (ii) without duplication, OpCo and its Subsidiaries, but only with respect to Taxes imposed on OpCo and its Subsidiaries and
allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent,
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 and (b) excluding any deduction
attributable to any payment (including amounts attributable to Imputed Interest) made under this Agreement for the Taxable Year.
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, as applicable.


 


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


 


“IRS” means the United States Internal
Revenue Service.


 


“LIBOR”
means during any period, an interest rate per annum equal to the one-year LIBOR reported, on the date two calendar days prior to
the first day of such period, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on
Reuters Screen page “LIBOR01” or by any other publicly available source of such market rate) for London interbank offered
rates for United States dollar deposits for such


 




     


     


    

period.
Notwithstanding the foregoing sentence: (i) if the Corporate Taxpayer reasonably determines, in good faith consultation with the
TRA Party Representative, on or prior to the relevant date of determination that the relevant London interbank offered rate for
U.S. dollar deposits has been discontinued or such rate has ceased to be published permanently or indefinitely, then “LIBOR”
for the relevant interest period shall be deemed to refer to a substitute or successor rate that the Corporate Taxpayer reasonably
determines, in good faith consultation with the TRA Party Representative, after consulting an investment bank of national standing
in the United States and other reasonable sources, to be (a) the industry-accepted successor rate to the relevant London interbank
offered rate for U.S. dollar deposits or (b) if no such industry-accepted successor rate exists, the most comparable substitute
or successor rate to the relevant London interbank offered rate for U.S. dollar deposits; and (ii) if the Corporate Taxpayer has
determined a substitute or successor rate in accordance with the foregoing, the Corporate Taxpayer may reasonably determine, in
good faith consultation with the TRA Party Representative, after consulting an investment bank of national standing in the United
States and other reasonable sources, any relevant methodology for calculating such substitute or successor rate, including any
adjustment factor it reasonably determines, in good faith consultation with the TRA Party, is needed to make such substitute or
successor rate comparable to the relevant London interbank offered rate for U.S. dollar deposits, in a manner that is consistent
with industry-accepted practices for such substitute or successor rate. In the event that the TRA Party Representative disagrees
with any determination by the Corporate Taxpayer set forth in this paragraph, and such disagreement is not resolved within thirty
(30) days of submission by the TRA Party Representative of notice of such disagreement to the Corporate Taxpayer, such disagreement
shall be deemed a “Reconciliation Dispute,” and shall be subject to the Reconciliation Procedures set forth in Section
7.9 hereof.


 


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


 


“Market Value”
shall mean on any date, (a) 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 (b) 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 Exchange Agreement) on such date
of one (1) 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.


 


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


 


“Payment Date”
means any date on which a payment is required to be made pursuant to this Agreement.


 


“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) or distribution in respect of one or more Units (a)
that occurs prior to an Exchange of such Units, and (b) to which Section 743(b) or 734(b) of the Code applies.


 


“Purchase Basis
Adjustment” means the adjustment to the tax basis of a Reference Asset under Sections 734(b), 743(b), 754 and/or 755
of the Code and, in each case, comparable sections of state and local tax laws, as a result of the Purchase and the payments made
pursuant to this Agreement in respect of the Purchase. For the avoidance of doubt, payments made under this Agreement shall not
be treated as resulting in a Purchase Basis Adjustment to the extent such payments are treated as Imputed Interest.


 


“Realized Tax
Benefit” means, for a 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, for a 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.


 


“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 the Purchase or an Exchange, as relevant. 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.


 


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


 


“Stock Exchange
Payment” has the meaning set forth in the Exchange 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”
has the meaning set forth in the Recitals.


 


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


 


“Tax Benefit
Schedule” has 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, local or
foreign 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, local and foreign 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”
shall mean 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 DGCL 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 Common Stock 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.


 




     


     


    

“TRA Party Representative”
means, initially, Ghost Media Group, LLC, or, if Ghost Media Group, LLC becomes unable to perform the TRA Party Representative’s
responsibilities hereunder or resigns from such position, either (x) a replacement TRA Party Representative selected by Ghost Media
Group, LLC, or (y) if Ghost Media Group, LLC 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
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.


 


“Valuation
Assumptions” shall mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after
such Early Termination Date, (a) the Corporate Taxpayer will have taxable income sufficient to fully utilize deductions arising
from the Tax Attributes (other than any items addressed in clause (b)) 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 (b) 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 tenth
anniversary of the generation of such loss carryover, (c) the United States federal, state, local and foreign income tax rates
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, 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, (d) any non-amortizable, non-depreciable Reference Assets (other than any
Subsidiary Stock) will be disposed of on the fifteenth anniversary of the Purchase or 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 assets shall be deemed disposed of at the time
of sale of the relevant asset (if earlier than such fifteenth anniversary), (e) any Subsidiary Stock will never be disposed of
and (f) if, at the Early Termination Date, there are Units that have not been Exchanged, then each such Unit is Exchanged 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.


 


	Term	 	 	Section 
	Agreement	 	 	Recitals
	Amended Schedule	 	 	Section 2.3(b)
	Class A Shares	 	 	Recitals
	Code	 	 	Recitals
	Corporate Taxpayer	 	 	Recitals
	Early Termination Effective Date	 	 	Section 4.2
	Early Termination Notice	 	 	Section 4.2
	Early Termination Schedule	 	 	Section 4.2




     


     


    

	Early Termination Payment	 	 	Section 4.3(b)
	Basis Schedule	 	 	Section 2.1
	Expert	 	 	Section 7.9
	Joinder Requirement	 	 	Section 7.6(a)
	Liquidity Exceptions	   	 	Section 4.1(b)
	Mandatory Assignment	 	 	Section 7.6(c)
	Material Objection Notice	 	 	Section 4.2
	Merger Agreement	 	 	Recitals
	Objection Notice	 	 	Section 2.3(a)
	Reconciliation Dispute	 	 	Section 7.9
	Reconciliation Procedures	 	 	Section 2.3(a)
	Senior Obligations	 	 	Section 5.1
	Tax Benefit Payment	 	 	Section 3.1(b)
	Tax Benefit Schedule	 	 	Section 2.2
	TRA Party	 	 	Recitals
	Units	 	 	Recitals


 


ARTICLE II


 


DETERMINATION OF CERTAIN
REALIZED TAX BENEFIT


 


Section 2.1 Basis
Adjustment. Within one hundred twenty (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 each TRA Party who received (or is deemed to receive) cash or Class A Shares
in such Taxable Year pursuant to the Purchase or an Exchange, as applicable, 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 the Closing Date and each applicable Exchange Date, (b) the Exchange
Basis Adjustment with respect to the Reference Assets Attributable to such TRA Party as a result of the Exchanges effected in such
Taxable Year and prior Taxable Years by such TRA Party, calculated in the aggregate, (c) the Purchase Basis Adjustment Attributable
to such TRA Party for the Taxable Year of the Closing, (d) the period (or periods) over which the Reference Assets are amortizable
and/or depreciable and (e) 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 one hundred and twenty (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 each TRA Party who has received
(or is deemed to receive) cash or Class A Shares pursuant to the Purchase or an Exchange, as applicable, 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 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. 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. 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 Purchase or
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 and foreign income and franchise
Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. 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. The parties agree that
(i) (A) all Tax Benefit Payments in respect of the Purchase (to the extent permitted by applicable law and other than amounts accounted
for as Imputed Interest) are intended to be treated and shall be reported for all purposes, including Tax purposes, as additional
contingent consideration to the applicable TRA Parties for the sale of interests in OpCo at the Closing that has the effect of
creating Purchase Basis Adjustments, and (B) all Tax Benefit Payments in respect of an Exchange are intended to be treated and
shall be reported for all purposes, including Tax purposes, as additional contingent consideration to the applicable TRA Party
for such Exchange that has the effect of creating Exchange Basis Adjustments, in each case, to Reference Assets for the Corporate
Taxpayer in the year of payment, (ii) 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, and (iii)
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 (iv) 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 Sections 5.07
and 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 a TRA Party an applicable Schedule under this Agreement, including any Amended Schedule
delivered pursuant to Section 2.3(b), and any Early Termination Schedule or amended Early Termination Schedule, the Corporate Taxpayer
shall also (x) deliver to such TRA Party supporting schedules, valuation reports, if any, and work papers, as determined by the
Corporate Taxpayer or requested by such TRA Party, providing reasonable detail regarding data and calculations that were relevant
for the preparation of the Schedule, (y) indicate which accounting firm, if any, assisted with the preparation of the Schedule,
and (z) 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 a TRA Party, 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 thirty (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 (i) within thirty (30) calendar days from such date provides the Corporate
Taxpayer with notice of an objection to such Schedule (“Objection Notice”) or (ii) provides a written waiver
of such right of any Objection Notice within the period described in clause (i) 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 thirty
(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 of this Agreement (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 the Schedule, including those identified as a result of
the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party,
(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 each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in
clauses (i) through (vi) of the preceding sentence. 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 five (5) Business Days after a Tax Benefit Schedule delivered to a TRA Party becomes final in accordance with Section 2.3(a),
or, if applicable, Section 7.9, the Corporate Taxpayer shall pay such TRA Party for such Taxable Year the Tax Benefit Payment determined
pursuant to Section 3.1(b) that is Attributable to such TRA Party. Each such Tax Benefit Payment shall be made 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 Purchase or 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 Purchase or Exchange. Without limiting the Corporate Taxpayer’s ability
to make offsets against Tax Benefit Payments to the extent permitted by Section 3.4, 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 Purchase or Exchange, unless otherwise required by law. Subject to Section 3.3(a), the “Net Tax
Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of eighty-five percent (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” shall equal 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 Purchase or 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 Valuation Assumptions
(a), (c) and (d), substituting in each case the terms “the closing date of a Change of Control” for an “Early
Termination Date.”


 


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 Pro Rata
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, as such terms are defined in this Agreement, 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.


 


(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) 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 senior
in right of payment to any principal, interest or other amounts due and payable in respect of any similar agreement (“Other
Tax Receivable Obligations”). The effect of any other similar agreement shall not be taken into account in respect of
any calculations made hereunder.


 


Section 3.4 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.


 


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 each TRA Party the Early
Termination Payment in respect of such TRA Party; 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 by the Corporate Taxpayer, 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 clause (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 (1) breaches any of its material obligations under this Agreement, whether as a result of failure to make
any payment when due, failure to honor any other material obligation required hereunder or (2)(A) the Corporate Taxpayer commences
any case, proceeding or other action (i) 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, or
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 (ii) 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 sixty (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, (i) the Early Termination Payments calculated
as if an Early Termination Notice had been delivered on the date of a breach, (ii) 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 (iii)
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, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (i), (ii) and (iii) above
or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this
Agreement within three (3) 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 to make a payment due pursuant to this Agreement within three (3) 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 if the Corporate Taxpayer fails to make
any Tax Benefit Payment when due to the extent that the Corporate Taxpayer (x) 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 (y) would become insolvent as a result of making such payment (in each case, as
determined by the Board in good faith) (clauses (x) and (y) together, the “Liquidity Exceptions”); provided
that the interest provisions of Section 5.2 shall apply to such late payment, and 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.


 


(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 2.7 of the Exchange 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, (1) 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, (2) any Tax
Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) 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 Valuation
Assumptions (a), (b), (c), 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) above, 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 thirty (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 thirtieth calendar
day, the TRA Party Representative (a) provides the Corporate Taxpayer with notice of a material objection to such Schedule made
in good faith (“Material Objection Notice”) or (b) provides 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 thirty (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 (10) calendar days after the conclusion of the Reconciliation Procedures.


 


Section 4.3 Payment upon Early Termination.


 


(a) Within three (3)
Business Days after the Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Party an amount equal to
the Early Termination Payment in respect of such TRA Party. Such payment shall be made 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 shall equal 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 and (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.


 


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 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”), shall rank senior in right of payment
to any principal, interest or other amounts due and payable in respect of any Other Tax Receivable Obligation, and shall rank 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 after the date hereof, the Corporate Taxpayer shall, and shall cause its Subsidiaries to,
use commercially reasonable efforts 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
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 Merger
Agreement 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.


 


Section 6.2 Consistency.
The Corporate Taxpayer and the TRA Parties agree to report and cause to be reported for all purposes, including federal, state,
local and foreign 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 unless otherwise required by law. The Corporate Taxpayer shall (and shall cause OpCo and
its other Subsidiaries to) use commercially reasonable efforts (for the avoidance of doubt, 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.


 


ARTICLE VII


 


MISCELLANEOUS


 




     


     


    

Section 7.1 Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and
received (a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission by the
transmitting equipment or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier
service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated
in writing by the party to receive such notice:


 


If to the Corporate Taxpayer, to:





[       ]





Telephone:





Email:


 


with a copy (which shall not constitute
notice to the Corporate Taxpayer) to:





[       ]





Telephone:





Email:


 


If to the TRA Parties, to the address
and other contact information set forth in the records of OpCo from time to time.


 


Any party may change its address, fax number
or email by giving the other party written notice of its new address, fax number or email in the manner set forth above.


 


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 and delivered to the other parties, it being
understood that all parties 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 Exhibits and Schedules to this Agreement), the Merger
Agreement (together with the Ancillary Agreements) the LLC Agreement, and the Confidentiality Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the
subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective
successors and permitted assigns, and 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. 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.


 


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; provided, however, that to the


 




     


     


    

extent any
TRA Party sells, exchanges, distributes, or otherwise transfers Units to any Person (other than the Corporate Taxpayer or the OpCo)
in accordance with the terms of the Exchange Agreement and/or LLC Agreement, such TRA Party shall have the option to assign to
the transferee of such Units its rights under this Agreement with respect to such transferred Units; provided, further,
that such transferee has satisfied the Joinder Requirement. For the avoidance of doubt, if a TRA Party transfers Units in accordance
with the terms of the Exchange Agreement and/or 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) All of the terms
and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto
and their respective successors, 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”).


 


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 (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 WARRANT AND REPRESENT 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 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 to serve legal process in any other manner permitted by law or at equity.
Each party 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 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 such parties 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 (x) governed by Sections 2.3 and 4.2 or (y) 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 parties. 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 fifteen (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 thirty (30) calendar days
and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (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 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.


 


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 shall use commercially reasonable efforts to
notify and shall reasonably cooperate with the applicable TRA Party prior to the making of such deductions and withholding payments
to determine whether any such deductions or withholding payments (other than any deduction or withholding required by reason of
such TRA Party’s failure to comply with the last sentence of this Section 7.10) are required under applicable law and in
obtaining any available exemption or reduction of, or otherwise minimizing to the extent permitted by applicable law, such deduction
and withholding. 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. 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.


 


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, local
or foreign 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, local or foreign 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.


 


Section 7.12 Confidentiality.


 


(a) Each TRA Party
and each of their 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 the Members, learned by the 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 the TRA Party in violation of this Agreement)
or is generally known, (ii) the disclosure of information to the extent necessary for the 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, the 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 the 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 the 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 their assignees (and
each employee, representative or other agent of the 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 Affiliates, and any of their transactions, and all
materials of any kind (including opinions or other tax analyses) that are provided to the TRA Party relating to such tax treatment
and tax structure.


 


(b) If a TRA Party
or an assignee 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 (i) shall cease to have further effect with respect to such TRA Party, (ii) shall not apply to an
Exchange by such TRA Party occurring after a date specified by such TRA Party, or (iii) 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.


 


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 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 such 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 subsection (b) above) 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 subsection (b) above,


 




     


     


    

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 such 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.


 


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blank]


 




     


     


    

IN WITNESS WHEREOF,
the Corporate Taxpayer, the TRA Party Representative and each TRA Party have duly executed this Agreement as of the date first
written above.


 


	 	Corporate Taxpayer:
	 	 
	 	[    ]
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	
	 	 	 
	 	TRA Party Representative:
	 	 
	 	[   ]
	 	 	 
	 	By:	 
	 	Name: 	 
	 	
        Title:

         
	 


 


[Signature Page – Tax Receivable
Agreement]


 




     


     


    

	 	TRA Parties:
	 	 
	 	 
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


[Signature Page – Tax Receivable
Agreement]





	 	By: 	 
	 	Name: 	 


[Signature Page – Tax Receivable
Agreement]





	 	By: 	 
	 	Name: 	 


[Signature Page – Tax Receivable
Agreement]





	 	By:	 
	 	Name: