Exhibit 10.6


 


AMENDED AND RESTATED


 


LIMITED LIABILITY COMPANY AGREEMENT


 


OF


 


EVGO OPCO, LLC


 


DATED AS OF July 1, 2021


 


THE LIMITED LIABILITY COMPANY INTERESTS IN EVGO
OPCO, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER
APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD,
ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND
ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT;
AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY
COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT, AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS
AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION
FOR AN INDEFINITE PERIOD OF TIME.


 






     


     


    

 


TABLE OF CONTENTS


Page


 


	Article I Definitions	2
	 	 	 	 
	 	Section 1.1	Definitions	2
	 	 	 	 
	 	Section 1.2	Interpretive Provisions	14
	 	 	 	 
	Article II ORGANIZATION
    OF THE LIMITED LIABILITY COMPANY	15
	 	 	 	 
	 	Section 2.1	Formation	15
	 	 	 	 
	 	Section 2.2	Filing	15
	 	 	 	 
	 	Section 2.3	Name	15
	 	 	 	 
	 	Section 2.4	Registered Office; Registered Agent	15
	 	 	 	 
	 	Section 2.5	Principal Place of Business	15
	 	 	 	 
	 	Section 2.6	Purpose; Powers	15
	 	 	 	 
	 	Section 2.7	Term	15
	 	 	 	 
	 	Section 2.8	Intent	15
	 	 	 	 
	Article III
    OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS	16
	 	 	 	 
	 	Section 3.1	Authorized Units; General Provisions With Respect
    to Units	16
	 	 	 	 
	 	Section 3.2	Voting Rights	18
	 	 	 	 
	 	Section 3.3	Capital Contributions; Unit Ownership	18
	 	 	 	 
	 	Section 3.4	Capital Accounts	18
	 	 	 	 
	 	Section 3.5	Other Matters	18
	 	 	 	 
	 	Section 3.6	Redemption of Units	19
	 	 	 	 
	Article IV ALLOCATIONS
    OF PROFITS AND LOSSES	24
	 	 	 	 
	 	Section 4.1	Profits and Losses	24
	 	 	 	 
	 	Section 4.2	Special Allocations	24
	 	 	 	 
	 	Section 4.3	Allocations for Tax Purposes in General	26
	 	 	 	 
	 	Section 4.4	Other Allocation Rules	27
	 	 	 	 
	Article V DISTRIBUTIONS	27
	 	 	 	 
	 	Section 5.1	Distributions	27
	 	 	 	 
	 	Section 5.2	Tax-Related Distributions	28
	 	 	 	 
	 	Section 5.3	Distribution Upon Withdrawal	28



 






    -i-


     


    

 


TABLE OF CONTENTS


(continued) 


Page



 


	Article VI MANAGEMENT	28
	 	 	 	 
	 	Section 6.1	The Managing Member; Fiduciary Duties	28
	 	 	 	 
	 	Section 6.2	Indemnification; Exculpation	29
	 	 	 	 
	 	Section 6.3	Maintenance of Insurance or Other Financial Arrangements	30
	 	 	 	 
	 	Section 6.4	Resignation or Termination of Managing Member	30
	 	 	 	 
	 	Section 6.5	No Inconsistent Obligations	30
	 	 	 	 
	 	Section 6.6	Reclassification Events of PubCo	30
	 	 	 	 
	 	Section 6.7	Certain Costs and Expenses	30
	 	 	 	 
	Article VII
    ROLE OF MEMBERS	31
	 	 	 	 
	 	Section 7.1	Rights or Powers	31
	 	 	 	 
	 	Section 7.2	Voting	31
	 	 	 	 
	 	Section 7.3	Various Capacities	31
	 	 	 	 
	 	Section 7.4	Investment Opportunities	31
	 	 	 	 
	Article VIII
    TRANSFERS OF INTERESTS	32
	 	 	 	 
	 	Section 8.1	Restrictions on Transfer	32
	 	 	 	 
	 	Section 8.2	Notice of Transfer	33
	 	 	 	 
	 	Section 8.3	Transferee Members	33
	 	 	 	 
	 	Section 8.4	Legend	33
	 	 	 	 
	Article IX ACCOUNTING;
    Certain tax matters	34
	 	 	 	 
	 	Section 9.1	Books of Account	34
	 	 	 	 
	 	Section 9.2	Tax Elections	34
	 	 	 	 
	 	Section 9.3	Tax Returns; Information	35
	 	 	 	 
	 	Section 9.4	Company Representative	35
	 	 	 	 
	 	Section 9.5	Withholding Tax Payments and Obligations	35
	 	 	 	 
	Article X DISSOLUTION
    AND TERMINATION	37
	 	 	 	 
	 	Section 10.1	Liquidating Events	37
	 	 	 	 
	 	Section 10.2	Procedure	37
	 	 	 	 
	 	Section 10.3	Rights of Members	38
	 	 	 	 
	 	Section 10.4	Notices of Dissolution	38
	 	 	 	 
	 	Section 10.5	Reasonable Time for Winding Up	38
	 	 	 	 
	 	Section 10.6	No Deficit Restoration	38



 






    -ii-


     


    

 


TABLE OF CONTENTS


(continued) 


Page



 


	 	 	 	 
	Article XI GENERAL	38
	 	 	 	 
	 	Section 11.1	Amendments; Waivers	38
	 	 	 	 
	 	Section 11.2	Further Assurances	39
	 	 	 	 
	 	Section 11.3	Successors and Assigns	39
	 	 	 	 
	 	Section 11.4	Certain Representations by Members	39
	 	 	 	 
	 	Section 11.5	Entire Agreement	39
	 	 	 	 
	 	Section 11.6	Rights of Members Independent	39
	 	 	 	 
	 	Section 11.7	Governing Law	39
	 	 	 	 
	 	Section 11.8	Jurisdiction and Venue	39
	 	 	 	 
	 	Section 11.9	Headings	39
	 	 	 	 
	 	Section 11.10	Counterparts	39
	 	 	 	 
	 	Section 11.11	Notices	39
	 	 	 	 
	 	Section 11.12	Representation By Counsel; Interpretation	40
	 	 	 	 
	 	Section 11.13	Severability	40
	 	 	 	 
	 	Section 11.14	Expenses	40
	 	 	 	 
	 	Section 11.15	Waiver of Jury Trial	40
	 	 	 	 
	 	Section 11.16	No Third Party Beneficiaries	40



 









    -iii-


     


    

 


AMENDED AND RESTATED


 


LIMITED LIABILITY COMPANY AGREEMENT


 


OF


 


EVGO OPCO, LLC


 


This AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”)
is entered into as of July 1, 2021, by and among EVGO OPCO, LLC, a Delaware limited liability company (the “Company”),
Climate Change Crisis Real Impact I Acquisition Corporation, a Delaware corporation (“PubCo”), CRIS Thunder
Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of PubCo (“PubCo Sub”), EVgo Holdings,
LLC, a Delaware limited liability company (“EVgo Holdings”), and each other Person who is or at any time becomes
a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the
respective meanings set forth in Section 1.1.


 


RECITALS


 


WHEREAS, the Company
is governed by that certain Limited Liability Company Agreement of the Company, dated effective as of January 13, 2021 (the “Existing
LLC Agreement”);


 


WHEREAS, EVgo Holdings
has been the sole owner of the Company since the Company’s formation and EVgo Holdings has contributed all of the Equity Securities
in EVgo Holdco, LLC, a Delaware limited liability company, to the Company in exchange for all of the Units;


 


WHEREAS, the Persons
party to this Agreement, among others, previously entered into that certain Business Combination Agreement, dated as of January 21, 2021,
(the “Business Combination Agreement”) pursuant to which, such Persons agreed that, among other things, PubCo
Sub would be admitted as a Member of the Company in connection with the transactions contemplated thereby (the “Business
Combination”);


 


WHEREAS, pursuant
to the Business Combination Agreement, and as more fully described therein, (i) PubCo has agreed to contribute to PubCo Sub all of its
assets, including all of its Available Cash (as defined in the Business Combination Agreement) and certain Class B Shares (as defined
below), (ii) immediately thereafter, PubCo Sub has agreed to transfer to EVgo Holdings certain Class B Shares and the right to enter
into the Business Combination TRA, and (iii) immediately thereafter, PubCo Sub has agreed to contribute all of its remaining assets to
the Company in exchange for Units therein;


 


WHEREAS, the Units
owned by each of the Members immediately after the Business Combination are set forth on Exhibit A; and


 






    1


     


    

 





WHEREAS, the Members
of the Company desire to amend and restate the Existing LLC Agreement and adopt this Agreement, which shall supersede and replace the
Existing LLC Agreement in its entirety as of the date hereof.


 


NOW THEREFORE, in
consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:


 


Article
I



Definitions


 


Section
1.1           
Definitions. As used in this Agreement and the Schedules and Exhibits attached to this Agreement, the following
definitions shall apply: “Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et
seq., as amended from time to time (or any corresponding provisions of succeeding law).


 


“Action”
means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity.


 


“Adjusted Basis”
has the meaning given such term in Section 1011 of the Code.


 


“Adjusted Capital
Account Deficit” means the deficit balance, if any, in such Member’s Capital Account at the end of any Fiscal Year
or other taxable period, with the following adjustments:


 


		(a)	credit to such Capital Account any amount
                                            that such Member is obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c),
                                            as well as any addition thereto pursuant to the next to last sentences of Treasury Regulations
                                            Sections 1.704-2(g)(1) and 1.704-2(i)(5) after taking into account thereunder any changes
                                            during such year in Company Minimum Gain and Member Minimum Gain; and



 


		(b)	debit to such Capital Account the items
                                            described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).



 


This definition of Adjusted Capital Account Deficit
is intended to comply with the provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2 and shall be
interpreted consistently therewith.


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person. For these purposes, “control” means the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise;
provided that, for purposes of this Agreement, (a) no Member shall be deemed an Affiliate of the Company or any of its Subsidiaries
and (b) none of the Company or any of its Subsidiaries shall be deemed an Affiliate of any Member.


 






    2


     


    

 





“Agreement”
is defined in the preamble to this Agreement.


 


“beneficially
own” and “beneficial owner” shall be as defined in Rule 13d-3 of the rules promulgated under
the Exchange Act.


 


“Board”
means the board of directors of PubCo.


 


“Business Combination”
is defined in the recitals to this Agreement.


 


“Business Combination
Agreement” is defined in the recitals to this Agreement.


 


“Business Combination
TRA” means that certain tax receivable agreement, dated as of the date hereof, by and among PubCo, PubCo Sub, and certain
current and former Members or Affiliates of the Company, as the same may be amended, supplemented or restated from time to time.


 


“Business Day”
means any day (other than a Saturday or Sunday) on which commercial banks in the city of the Company’s principal place of business
are generally open for business.


 


“Business Opportunities
Exempt Party” is defined in Section 7.4.


 


“Call Right”
is defined in Section 3.6(n).


 


“Capital Account”
means, with respect to any Member, the Capital Account maintained for such Member in accordance with Section 3.4.


 


“Capital Contribution”
means, with respect to any Member, the amount of cash and the initial Gross Asset Value of any property (other than cash) contributed
to the Company by such Member. Any reference to the Capital Contribution of a Member will include any Capital Contributions made by a
predecessor holder of such Member’s Units to the extent that such Capital Contribution was made in respect of Units Transferred
to such Member.


 


“Cash Election”
means an election by the Company to redeem Units for cash pursuant to Section 3.6(d) or an election by PubCo Sub (or such designated
member(s) of the PubCo Holdings Group) to purchase Units for cash pursuant to an exercise of its Call Right set forth in Section 3.6(n).


 






    3


     


    

 


“Cash
Election Amount” means with respect to a particular Redemption for which a Cash Election has been made, (a) other
than in the case of clause (b), if the Class A Shares trade on a securities exchange or automated or electronic quotation
system, an amount of cash equal to the product of (i) the number of Class A Shares that would have been received in such Redemption
if a Cash Election had not been made and (ii) the average of the volume-weighted closing price for a Class A Share on the principal
U.S. securities exchange or automated or electronic quotation system on which the Class A Shares trade, as reported by Bloomberg,
L.P., or its successor, for each of the 10 consecutive full Trading Days ending on and including the last full Trading Day immediately
prior to the Redemption Notice Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends
or similar events affecting the Class A Shares; (b) if the Cash Election is made in respect of a Redemption Notice issued by a Redeeming
Member in connection with a Public Offering (or PubCo consummates a Public Offering to fund such Cash Election), an amount of
cash equal to the product of (i) the number of Class A Shares that would have been received in such Redemption if a Cash Election had
not been made and (ii) the price per Class A Share sold to the public in such Public Offering (reduced by the amount of any Discount
associated with such Class A Share), and (c) if the Class A Shares no longer trade on a securities exchange or automated or
electronic quotation system, an amount of cash equal to the product of (i) the number of Class A Shares that would have been
received in such Redemption if a Cash Election had not been made and (ii) the Fair Market Value of one Class A Share, as determined
by the Managing Member in Good Faith, that would be obtained in an arms’ length transaction for cash between an informed and willing
buyer and an informed and willing seller, neither of whom is under any compulsion to buy or sell, and without regard to the particular
circumstances of the buyer or seller and without any discounts for liquidity or minority discount.


 


“Change of Control”
means the occurrence of any of the following events or series of events after the closing of the Business Combination:


 


(a)       any
Person (excluding a corporation or other entity owned, directly or indirectly, by the shareholders of PubCo in substantially the same
proportions as their ownership of PubCo Shares and excluding EVgo Holdings and its Affiliates) is or becomes the “beneficial owner”
(as defined in Rule 13d-3 of the rules promulgated under the Exchange Act), directly or indirectly, of securities of PubCo representing
more than 50% of the combined voting power of PubCo’s then outstanding voting securities;


 


(b)       there
is consummated a merger or consolidation of PubCo with any other corporation or other entity, and, immediately after the consummation
of such merger or consolidation, the voting securities of PubCo 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


 


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


 


“Change of Control
Exchange Date” is defined in Section 3.6(q).


 


“Class A Shares”
means, as applicable, (a) the Class A Common Stock, par value $0.0001 per share, of PubCo or (b) following any consolidation, merger,
reclassification or other similar event involving PubCo, any shares or other securities of PubCo or any other Person or cash or other
property that become payable in consideration for the Class A Shares or into which the Class A Shares is exchanged or converted as a
result of such consolidation, merger, reclassification or other similar event.


 






    4


     


    

 





“Class B Shares”
means, as applicable, (a) the Class B Common Stock, par value $0.0001 per share, of PubCo or (b) following any consolidation, merger,
reclassification or other similar event involving PubCo, any shares or other securities of PubCo or any other Person or cash or other
property that become payable in consideration for the Class B Shares or into which the Class B Shares is exchanged or converted as a
result of such consolidation, merger, reclassification or other similar event.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended.


 


“Commission”
means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.


 


“Company”
is defined in the preamble to this Agreement.


 


“Company Level
Taxes” means any U.S. federal, state, or local taxes, additions to tax, penalties, and interest payable by the Company
or any of its Subsidiaries as a result of any examination of the Company’s or any of its Subsidiaries’ affairs by any U.S.
federal, state, or local tax authorities, including resulting administrative and judicial proceedings under the Partnership Tax Audit
Rules.


 


“Company Minimum
Gain” has the meaning of “partnership minimum gain” set forth in Treasury Regulations Sections 1.704-2(b)(2)
and 1.704-2(d). It is further understood that Company Minimum Gain shall be determined in a manner consistent with the rules of Treasury
Regulations Section 1.704-2(b)(2), including the requirement that if the adjusted Gross Asset Value of property subject to one or
more Nonrecourse Liabilities differs from its adjusted tax basis, Company Minimum Gain shall be determined with reference to such Gross
Asset Value.


 


“Company Representative”
has the meaning assigned to the term “partnership representative” in Section 6223 of the Code and any “designated
individual,” if applicable, as defined in the Treasury Regulations promulgated thereunder (including, in each case, any similar
capacity or role under relevant state or local law), as appointed pursuant to Section 9.4.


 


“Contract”
means any written agreement, contract, lease, sublease, license, sublicense, obligation, promise or undertaking.


 


“control”
(including the terms “controlled by” and “under common control with”), with respect to the relationship between
or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the
power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities,
as trustee, personal representative or executor, by contract, credit arrangement or otherwise.


 


“Covered Audit
Adjustment” means an adjustment to any partnership-related item (within the meaning of Section 6241(2)(B) of the Code)
to the extent such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code or any analogous
provision of state or local Law.


 


“Covered Person”
is defined in Section 6.2(a).


 






    5


     


    

 





“Debt Securities”
means any and all debt instruments or debt securities that are not convertible or exchangeable into Equity Securities of any member of
the PubCo Holdings Group.


 


“Depreciation”
means, for each Fiscal Year or other taxable period, an amount equal to the depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such Fiscal Year or other taxable period, except that (a) with respect to any such property the
Gross Asset Value of which differs from its Adjusted Basis for U.S. federal income tax purposes and which difference is being eliminated
by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such Fiscal Year
or other taxable period shall be the amount of book basis recovered for such Fiscal Year or other taxable period under the rules prescribed
by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other such property the Gross Asset Value of which differs
from its Adjusted Basis for U.S. federal income tax purposes at the beginning of such Fiscal Year or other taxable period, Depreciation
shall be an amount that bears the same ratio to such beginning Gross Asset Value as the U.S. federal income tax depreciation, amortization,
or other cost recovery deduction for such Fiscal Year or other taxable period bears to such beginning Adjusted Basis; provided,
however, that if the Adjusted Basis for U.S. federal income tax purposes of an asset at the beginning of such Fiscal Year or other
taxable period is zero, Depreciation with respect to such asset shall be determined with reference to such beginning Gross Asset Value
using any reasonable method selected by the Managing Member.


 


“DGCL”
means the General Corporation Law of the State of Delaware, as amended from time to time (or any corresponding provisions of succeeding
law).


 


“Discount”
means any underwriters’ discounts or commissions and brokers’ fees or commissions.


 


“Equity Securities”
means (a) with respect to a partnership, limited liability company or similar Person, any and all units, interests, rights to purchase,
warrants, options or other equivalents of, or other ownership interests in, any such Person as well as debt or equity instruments convertible,
exchangeable or exercisable into any such units, interests, rights or other ownership interests and (b) with respect to a corporation,
any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including all common stock
and preferred stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible
or exchangeable into any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“EVgo Holdings”
is defined in the recitals to this Agreement.


 


“Excess Tax Amount”
is defined in Section 9.5(c).


 


“Exchange Act”
means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as the same may be amended from time
to time (or any corresponding provisions of succeeding law).


 


“Existing LLC
Agreement” is defined in the recitals to this Agreement.


 






    6


     


    

 





“Fair Market
Value” means the fair market value of any property as reasonably determined by the Managing Member after taking into account
such factors as the Managing Member shall deem appropriate.


 


“Federal Bankruptcy
Code” means Title 11 of the United States Code, as amended from time to time, and all rules and regulations promulgated
thereunder.


 


“Fiscal Year”
means the fiscal year of the Company, which shall end on December 31 of each calendar year unless, for U.S. federal income tax purposes,
another fiscal year is required. The Company shall have the same fiscal year for U.S. federal income tax purposes and for accounting
purposes.


 


“GAAP”
means U.S. generally accepted accounting principles at the time.


 


“Good Faith”
means a Person having acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to a criminal proceeding, having had no reasonable cause to believe such Person’s conduct was
unlawful.


 


“Governmental
Entity” means any federal, national, supranational, state, provincial, local, foreign or other government, governmental,
stock exchange, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.


 


“Gross Asset
Value” means, with respect to any asset, the asset’s Adjusted Basis for U.S. federal income tax purposes, except
as follows:


 


		(a)	the initial Gross Asset Value of any asset
                                            contributed by a Member to the Company shall be the gross Fair Market Value of such asset
                                            as of the date of such contribution;



 


		(b)	the Gross Asset Values of all Company
                                            assets shall be adjusted to equal their respective gross Fair Market Values as of the following
                                            times: (i) the acquisition of an interest (or additional interest) in the Company by any
                                            new or existing Member in exchange for more than a de minimis Capital Contribution
                                            to the Company or in exchange for the performance of more than a de minimis amount
                                            of services to or for the benefit of the Company; (ii) the distribution by the Company to
                                            a Member of more than a de minimis amount of Company assets as consideration for an
                                            interest in the Company; (iii) the liquidation of the Company within the meaning of Treasury
                                            Regulations Section 1.704-1(b)(2)(ii)(g)(1), (iv) the acquisition of an interest
                                            in the Company by any new or existing Member upon the exercise of a noncompensatory option
                                            in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); or (v)
                                            any other event to the extent determined by the Managing Member to be permitted and necessary
                                            or appropriate to properly reflect Gross Asset Values in accordance with the standards set
                                            forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(q); provided,
                                            however, that adjustments pursuant to clauses (i), (ii) and (iv)
                                            above shall be made only if the Managing Member reasonably determines that such adjustments
                                            are necessary or appropriate to reflect the relative economic interests of the Members in
                                            the Company. If any noncompensatory options are outstanding upon the occurrence of an event
                                            described in this subsection (b)(i) through (b)(v), the Company shall adjust
                                            the Gross Asset Values of its properties in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(1)
                                            and 1.704-1(b)(2)(iv)(h)(2);



 



    7


     


    

 


		(c)	the Gross Asset Value of any Company asset
                                            distributed to any Member shall be adjusted to equal the gross Fair Market Value of such
                                            asset on the date of such distribution;



 


		(d)	the Gross Asset Values of Company assets
                                            shall be increased (or decreased) to reflect any adjustments to the Adjusted Basis of such
                                            assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the
                                            extent that such adjustments are taken into account in determining Capital Accounts pursuant
                                            to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and subsection (f) in
                                            the definition of “Profits” or “Losses” below or Section 4.2(h);
                                            provided, however, that the Gross Asset Value of a Company asset shall not
                                            be adjusted pursuant to this subsection to the extent the Managing Member determines that
                                            an adjustment pursuant to subsection (b) of this definition is necessary or appropriate
                                            in connection with a transaction that would otherwise result in an adjustment pursuant to
                                            this subsection (d); and



 


		(e)	if the Gross Asset Value of a Company
                                            asset has been determined or adjusted pursuant to subsections (a), (b) or
                                            (d) of this definition of Gross Asset Value, such Gross Asset Value shall thereafter
                                            be adjusted by the Depreciation taken into account with respect to such asset for purposes
                                            of computing Profits, Losses, and other items allocated pursuant to Article IV.



 


“Indebtedness”
means (a) all indebtedness for borrowed money (including capitalized lease obligations, sale-leaseback transactions or other similar
transactions, however evidenced), (b) any other indebtedness that is evidenced by a note, bond, debenture, draft or similar instrument,
(c) notes payable, and (d) lines of credit and any other agreements relating to the borrowing of money or extension of credit.


 


“Interest”
means the entire interest of a Member in the Company, including the Units and all of such Member’s rights, powers and privileges
under this Agreement and the Act.


 


“Investment Company
Act” means the Investment Company Act of 1940, as the same may be amended from time to time (or any corresponding provisions
of succeeding law).


 


“Law”
means any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) of any Governmental
Entity.


 


“Legal Action”
is defined in Section 11.8.


 


“Liability”
means any liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated
or unliquidated and whether due or to become due, regardless of when asserted.


 






    8


     


    

 





“Liquidating
Event” is defined in Section 10.1.


 


“Managing Member”
means PubCo Sub, in its capacity as sole managing member of the Company.


 


“Member”
means any Person that executes this Agreement as a Member, and any other Person admitted to the Company as an additional or substituted
Member, in each case, that has not made a disposition of such Person’s entire Interest.


 


“Member Minimum
Gain” has the meaning ascribed to “partner nonrecourse debt minimum gain” set forth in Treasury Regulations
Section 1.704-2(i). It is further understood that the determination of Member Minimum Gain and the net increase or decrease in Member
Minimum Gain shall be made in the same manner as required for such determination of Company Minimum Gain under Treasury Regulations Sections 1.704-2(d)
and 1.704-2(g)(3).


 


“Member Nonrecourse
Debt” has the meaning of “partner nonrecourse debt” set forth in Treasury Regulations Section 1.704-2(b)(4).


 


“Member Nonrecourse
Deductions” has the meaning of “partner nonrecourse deductions” set forth in Treasury Regulations Sections 1.704-2(i)(1)
and 1.704-2(i)(2).


 


“Minority Member Redemption
Date” is defined in Section 3.6(o).


 


“Minority Member Redemption
Notice” is defined in Section 3.6(o).


 


“National Securities
Exchange” means an exchange registered with the Commission under the Exchange Act.


 


“Nonrecourse
Deductions” has the meaning assigned that term in Treasury Regulations Section 1.704-2(b).


 


“Nonrecourse
Liability” is defined in Treasury Regulations Section 1.704-2(b)(3).


 


“Partnership
Tax Audit Rules” means Sections 6221 through 6241 of the Code, together with any final or temporary Treasury Regulations,
Revenue Rulings, and case law interpreting Sections 6221 through 6241 of the Code (and any analogous provision of state or local tax
Law).


 


“Permitted Transferee”
means, with respect to any Member: (a) any Affiliate of such Member; (b) with respect to any Member that is a natural person or of which
a majority of the outstanding Equity Securities and voting power with respect to the election of directors (or the selection of any other
similar governing body in the case of an entity other than a corporation) are beneficially owned (as such term is defined under Rule
13d-3 of the Exchange Act) by a single natural person, a trust established by or for the benefit of such natural person of which only
such natural person and his or her immediate family members are beneficiaries; and (c) upon the death of any Member that is a natural
person, an executor, administrator or beneficiary of the estate of the deceased Member.


 






    9


     


    

 





“Person”
means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other
entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.


 


“Plan Asset Regulations”
means the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the
Code of Federal Regulations, or any successor regulations as the same may be amended from time to time.


 


“Post-Business
Combination TRA” means any tax receivable agreement (or comparable agreement), other than the Business Combination TRA,
entered into by PubCo or any of its Subsidiaries pursuant to which any member of the PubCo Holdings Group is obligated to pay over amounts
with respect to tax benefits resulting from any tax attributes to which any member of the PubCo Holdings Group becomes entitled.


 


“Proceeding”
is defined in Section 6.2(a).


 


“Profits”
or “Losses” means, for each Fiscal Year or other taxable period, an amount equal to the Company’s taxable
income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of
income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in
taxable income or loss), with the following adjustments (without duplication):


 


		(a)	any income or gain of the Company that
                                            is exempt from U.S. federal income tax and not otherwise taken into account in computing
                                            Profits or Losses shall be added to such taxable income or loss;



 


		(b)	any expenditures of the Company described
                                            in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code
                                            expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and
                                            not otherwise taken into account in computing Profits or Losses, shall be subtracted from
                                            such taxable income or loss;



 


		(c)	if the Gross Asset Value of any Company
                                            asset is adjusted pursuant to subsection (b) or (c) of the definition of Gross
                                            Asset Value above, the amount of such adjustment shall be treated as an item of gain (if
                                            the adjustment increases the Gross Asset Value of the Company asset) or an item of loss (if
                                            the adjustment decreases the Gross Asset Value of the Company asset) from the disposition
                                            of such asset and shall, except to the extent allocated pursuant to Section 4.2, be
                                            taken into account for purposes of computing Profits or Losses;



 


		(d)	gain or loss resulting from any disposition
                                            of Company assets with respect to which gain or loss is recognized for U.S. federal income
                                            tax purposes shall be computed with reference to the Gross Asset Value of the asset disposed
                                            of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset
                                            Value;



 


		(e)	in lieu of the depreciation, amortization
                                            and other cost recovery deductions taken into account in computing such taxable income or
                                            loss, there shall be taken into account Depreciation;



 






    10


     


    

 





		(f)	to the extent an adjustment to the adjusted
                                            tax basis of any asset pursuant to Section 734(b) of the Code is required, pursuant
                                            to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account
                                            in determining Capital Account balances as a result of a distribution other than in liquidation
                                            of a Member’s interest in the Company, the amount of such adjustment shall be treated
                                            as an item of gain (if the adjustment increases the basis of the asset) or an item of loss
                                            (if the adjustment decreases such basis) from the disposition of such asset and shall be
                                            taken into account for purposes of computing Profits or Losses; and



 


		(g)	any items of income, gain, loss or deduction
                                            that are specifically allocated pursuant to the provisions of Section 4.2 shall not
                                            be taken into account in computing Profits or Losses for any taxable year, but such items
                                            available to be specially allocated pursuant to Section 4.2 will be determined by
                                            applying rules analogous to those set forth in subsections (a) through (f)
                                            above.



 


“Property”
means all real and personal property owned by the Company from time to time, including both tangible and intangible property.


 


“PubCo”
is defined in the recitals to this Agreement.


 


“PubCo Approved
Change of Control” means any Change of Control specified in clause (b) of the definition thereof that meets the
following conditions: (i) such Change of Control was approved by the Board prior to such Change of Control, (ii) such Change
of Control results in an early termination of and acceleration of payments under the Business Combination TRA, (iii) the terms of
such Change of Control provide for the consideration for the Units in such Change of Control to consist solely of (A) freely and immediately
tradeable common equity securities of an issuer listed on a national securities exchange or (B) cash, and (iv) if such consideration
includes common equity, the market value of the outstanding common equity held by non-affiliates of such issuer is at least twice as
large as the market value of all of the outstanding common equity of PubCo, in each case on a fully-diluted basis immediately before
the public announcement of such Change of Control.


 


“PubCo Holdings
Group” means PubCo, PubCo Sub and each Subsidiary of PubCo (other than the Company and its Subsidiaries).


 


“PubCo Shares”
means all shares of stock in PubCo, including the Class A Shares and the Class B Shares.


 


“PubCo Sub”
is defined in the recitals to this Agreement.


 


“PubCo Tax-Related
Liabilities” means (a) any U.S. federal, state and local and non-U.S. tax obligations (including any Company Level Taxes
for which the PubCo Holdings Group is liable hereunder) owed by the PubCo Holdings Group (other than any obligations to remit any amounts
withheld from payments to third parties) and (b) any obligations under the Business Combination TRA and any Post-Business Combination
TRA payable by the PubCo Holdings Group.


 






    11


     


    

 





“Public Offering”
means an underwritten offering and sale of Equity Securities to the public pursuant to a registration statement, including a “bought”
deal or “overnight” public offering.


 


“Reclassification
Event” means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than as a result
of a subdivision or combination or any transaction subject to Section 3.1(g)), (b) any merger, consolidation or other combination
involving PubCo, or (c) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of PubCo
to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled
to receive cash, securities or other property for their PubCo Shares.


 


“Redeeming Member”
is defined in Section 3.6(a).


 


“Redemption”
means any redemption of Units into Class A Shares pursuant to this Agreement.


 


“Redemption Date”
means a Regular Redemption Date, a Special Redemption Date or, with respect to a Redemption pursuant to clause (x) of Section
3.6(e)(iii), the later of (a) the date specified in the Redemption Notice delivered by the Member and (b) the date that is ten (10)
Business Days after the delivery of the Redemption Notice to the Company and PubCo Sub.


 


“Redemption Notice”
is defined in Section 3.6(b).


 


“Redemption Notice
Date” means, except as otherwise specified by the Managing Member to the extent necessary for PubCo to comply with the
Registration Rights Agreement, with respect to any Regular Redemption Date or Special Redemption Date, the date that is 10 Business Days
before such Redemption Date, and for any other Redemption Date, the date the Redemption Notice with respect to such Redemption Date is
delivered, which date shall not be less than 10 Business Days before such Redemption Date.


 


“Redemption Right”
is defined in Section 3.6(a).


 


“Registration
Rights Agreement” means the Registration Rights Agreement, by and among PubCo and the Members, to be entered into concurrently
with the closing of the Business Combination.


 


“Regular Redemption
Date” means a date within each fiscal quarter specified by PubCo from time to time, which will generally be set so that
the corresponding Redemption Notice Date falls within a window after PubCo’s earnings announcement for the prior fiscal quarter
or in connection with a Public Offering.


 


“Regulatory Allocations”
is defined in Section 4.2(i).


 


“Securities Act”
means the Securities Act of 1933, and the rules and regulations promulgated thereunder, as the same may be amended from time to time
(or any corresponding provisions of succeeding law).


 






    12


     


    

 





“Special Redemption
Date” means a date specified by PubCo in addition to or in lieu of the Regular Redemption Date during the same fiscal quarter.
PubCo must specify a Special Redemption Date effective with any Public Offering.


 


“Subsidiary”
means, with respect to any specified Person, any other Person with respect to which such specified Person (a) has, directly or indirectly,
the power, through the ownership of securities or otherwise, to elect a majority of directors or similar managing body or (b) beneficially
owns, directly or indirectly, a majority of such Person’s Equity Securities.


 


“Tax Contribution
Obligation” is defined in Section 9.5(c).


 


“Tax Offset”
is defined in Section 9.5(c).


 


“Trading Day”
means a day on which the New York Stock Exchange or such other principal United States securities exchange on which the Class A Shares
are listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire
day).


 


“Transfer”
means, when used as a noun, any voluntary or involuntary, direct or indirect (whether through a change of control of the Transferor or
any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of law or otherwise),
transfer, sale, pledge or hypothecation (other than a bona fide pledge to secure indebtedness) or other disposition and, when used as
a verb, voluntarily or involuntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that
controls the Transferor, the issuance or transfer of Equity Securities of the Transferor or any Person that controls the Transferor,
by operation of law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of; provided, however,
that, notwithstanding anything in this Agreement to the contrary, the transfer of Equity Securities in EVgo Holdings or any direct or
indirect owner thereof shall not be deemed a Transfer for any purpose of this Agreement. The terms “Transferee,” “Transferor,”
 “Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.


 


“Transfer Agent”
means Continental Stock Transfer & Trust Company or such other agent or agents of PubCo as may be designated by the Board as the
transfer agent for the Class A Shares.


 


“Treasury Regulations”
means pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions
of the Code, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.


 


“Uniform Commercial
Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect
in the State of Delaware.


 


“Units”
means the Units issued or purchased pursuant to the Business Combination Agreement or issued pursuant to the terms of this Agreement
and shall also include any Equity Security of the Company issued in respect of or in exchange for Units, whether by way of dividend or
other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.


 






    13


     


    

 





“Winding-Up Member”
is defined in Section 10.2(a).


 


Section
1.2           
Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:


 


		(a)	all accounting terms
                                            not otherwise defined herein have the meanings assigned under GAAP;



 


		(b)	all references to currency, monetary values
                                            and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder
                                            shall be made in United States dollars;



 


		(c)	when a reference is made in this Agreement
                                            to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of,
                                            or an Exhibit or Schedule to, this Agreement unless otherwise indicated;



 


		(d)	whenever the words “include”,
                                            “includes” or “including” are used in this Agreement, they shall
                                            be deemed to be followed by the words “without limitation”;



 


		(e)	“or” is disjunctive and is
                                            not exclusive;



 


		(f)	pronouns of either gender or neuter shall
                                            include, as appropriate, the other pronoun forms;



 


		(g)	references to any Law shall include any
                                            successor legislation and all rules and regulations promulgated thereunder as in effect from
                                            time to time in accordance with the terms thereof and references to any Law shall be construed
                                            as including all statutory, legal, and regulatory provisions consolidating, amending or replacing
                                            such Law as amended from time to time;



 


		(h)	the words “hereof”, “herein”
                                            and “hereunder” and words of similar import, when used in this Agreement, refer
                                            to this Agreement as a whole and not to any particular provision of this Agreement;



 


		(i)	whenever this Agreement refers to a number
                                            of days, such number shall refer to calendar days unless Business Days are specified, and
                                            when counting days, the date of commencement will not be included as a full day for purposes
                                            of computing any applicable time periods (except as otherwise may be required under any applicable
                                            Law). If any action is to be taken or given on or by a particular calendar day, and such
                                            calendar day is not a Business Day, then such action may be deferred until the next Business
                                            Day.



 






    14


     


    

 




Article
II




ORGANIZATION OF THE LIMITED LIABILITY COMPANY


 


Section 2.1           
Formation. The Company has been formed as a limited liability company subject to the provisions of the Act upon
the terms, provisions and conditions set forth in this Agreement.


 


Section 2.2             Filing.
The Company’s Certificate of Formation has been filed with the Secretary of State of the State of Delaware in accordance with
the Act. The Members shall execute such further documents (including amendments to such Certificate of Formation) and take such further
action as is appropriate to comply with the requirements of Law for the formation or operation of a limited liability company in Delaware
and in all states and counties where the Company may conduct its business. 


 


Section 2.3           
Name. The name of the Company is “EVGO OPCO, LLC” and all business of the Company shall be conducted in such
name or, in the discretion of the Managing Member, under any other name.


 


Section 2.4           
Registered Office; Registered Agent. The location of the registered office of the Company and the name and address for
service of process on the Company in the State of Delaware are as set forth in the Company’s Certificate of Formation, or such
other office, qualified Person or address, as applicable, as the Managing Member may designate from time to time.


 


Section 2.5           
Principal Place of Business. The principal place of business of the Company shall be located in such place as is determined
by the Managing Member from time to time.


 


Section 2.6           
Purpose; Powers. The nature of the business or purposes to be conducted or promoted by the Company is to engage in any
lawful act or activity for which limited liability companies may be formed under the Act. The Company shall have the power and authority
to take any and all actions and engage in any and all activities necessary, appropriate, desirable, advisable, ancillary or incidental
to the accomplishment of the foregoing purpose.


 


Section 2.7           
Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company with the office
of the Secretary of State of the State of Delaware in accordance with the Act and shall continue indefinitely. The Company may be dissolved
and its affairs wound up only in accordance with Article X.


 


Section 2.8           
Intent. It is the intent of the Members that the Company be operated in a manner consistent with its treatment as a “partnership”
solely for U.S. federal (and applicable state and local) income tax purposes. It is also the intent of the Members that the Company not
be operated or treated as a “partnership” for any other purpose, including for purposes of Section 303 of the Federal
Bankruptcy Code. Neither the Company nor any Member shall take any action inconsistent with the express intent of the parties hereto
as set forth in this Section 2.8.


 


ARTICLE
III


 


OWNERSHIP
AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS


 


Section 3.1           
Authorized Units; General Provisions With Respect to Units.


 


	 	(a)	Subject
                                            to the provisions of this Agreement, the Company shall be authorized to issue from time to
                                            time such number of Units and such other Equity Securities as the Managing Member shall determine
                                            in accordance with Section 3.3. Each authorized Unit may be issued pursuant to such
                                            agreements as the Managing Member shall approve, including pursuant to options and warrants.
                                            The Company may reissue any Units that have been repurchased or acquired by the Company.
	 	 	 
		(b)	Except
                                            to the extent explicitly provided otherwise herein (including Section 3.3), each outstanding
                                            Unit shall be identical.



 






    15


     


    

 


		(c)	Initially,
                                            none of the Units will be represented by certificates. If the Managing Member determines
                                            that it is in the interest of the Company to issue certificates representing the Units, certificates
                                            will be issued and the Units will be represented by those certificates, and this Agreement
                                            shall be amended as necessary or desirable to reflect the issuance of certificated Units
                                            for purposes of the Uniform Commercial Code. Nothing contained in this Section 3.1(c)
                                            shall be deemed to authorize or permit any Member to Transfer its Units except as otherwise
                                            permitted under this Agreement.



 


		(d)	The
                                            total number of Units issued and outstanding and held by each Member as of the date hereof
                                            is set forth in the books and records of the Company. The Company shall update such books
                                            and records from time to time to reflect any Transfers of Interests, the issuance of additional
                                            Equity Securities and, subject to Section 11.1(a), subdivisions or combinations of
                                            Units made in compliance with Section 3.1(g), in each case, in accordance with the
                                            terms of this Agreement.



 


		(e)	If,
                                            at any time after the final delivery of Class A Shares by PubCo in the Business Combination,
                                            PubCo issues a Class A Share or any other Equity Security of PubCo (other than Class B Shares),
                                            (i) one or more member(s) of the PubCo Holdings Group shall concurrently contribute
                                            to the Company the net proceeds (in cash or other property, as the case may be), if any,
                                            received by PubCo for such Class A Share or other Equity Security and (ii) the Company
                                            shall concurrently issue to such member(s) of the PubCo Holdings Group, in accordance with
                                            the contributions made by each such member pursuant to clause (i), one Unit (if
                                            PubCo issues a Class A Share), or such other Equity Security of the Company (if PubCo issues
                                            Equity Securities other than Class A Shares) corresponding to the Equity Securities issued
                                            by PubCo, and with substantially the same rights to dividends and distributions (including
                                            distributions upon liquidation, but taking into account differences resulting from any tax
                                            or other liabilities borne by PubCo) and other economic rights as those of such Equity Securities
                                            of PubCo to be issued; provided, however, that if PubCo issues any Class A
                                            Shares in order to acquire or fund the acquisition from a Member (other than any member of
                                            the PubCo Holdings Group) of a number of Units (and Class B Shares) equal to the number of
                                            Class A Shares so issued, then the Company shall not issue any new Units in connection therewith
                                            and, where such Class A Shares have been issued for cash to fund such an acquisition by any
                                            member of the PubCo Holdings Group pursuant to a Cash Election, the PubCo Holdings Group
                                            shall not be required to transfer such net proceeds to the Company, and such net proceeds
                                            shall instead be transferred by such member of the PubCo Holdings Group to such Member as
                                            consideration for such acquisition as required pursuant to Section 3.6(d). If PubCo
                                            issues any Equity Security for cash to be used to fund the acquisition by any member of the
                                            PubCo Holdings Group of any Person or the assets of any Person, then the PubCo Holdings Group
                                            shall not be required to transfer such cash proceeds to the Company but instead such member
                                            of the PubCo Holdings Group shall be required to contribute such Person or the assets and
                                            liabilities of such Person to the Company or any of its Subsidiaries. Notwithstanding the
                                            foregoing, this Section 3.1(e) shall not apply to the issuance and distribution to
                                            holders of PubCo Shares of rights to purchase Equity Securities of PubCo under a “poison
                                            pill” or similar shareholders rights plan (and upon any redemption of Units for Class
                                            A Shares, such Class A Shares will be issued together with a corresponding right under such
                                            plan), or to the issuance under PubCo’s employee benefit plans of any warrants, options,
                                            other rights to acquire Equity Securities of PubCo or rights or property that may be converted
                                            into or settled in Equity Securities of PubCo, but shall in each of the foregoing cases apply
                                            to the issuance of Equity Securities of PubCo in connection with the exercise or settlement
                                            of such rights, warrants, options or other rights or property, which shall be undertaken
                                            so as to comply with the provisions of Treasury Regulations Section 1.1032-3 and deemed to
                                            occur for U.S. federal (and applicable state and local) income tax purposes as provided therein.
                                            Except pursuant to Section 3.6, (x) the Company may not issue any additional Units
                                            to any member of the PubCo Holdings Group unless substantially simultaneously therewith a
                                            member of the PubCo Holdings Group issues or sells an equal number of newly issued PubCo’s
                                            Class A Shares to another Person, and (y) the Company may not issue any other Equity Securities
                                            of the Company to any member of the PubCo Holdings Group unless substantially simultaneously
                                            a member of the PubCo Holdings Group issues or sells, to another Person, an equal number
                                            of newly issued shares of a new class or series of Equity Securities of PubCo or such Subsidiary
                                            with substantially the same rights to dividends and distributions (including distributions
                                            upon liquidation, but taking into account differences resulting from any tax or other liabilities
                                            borne by PubCo) and other economic rights as those of such Equity Securities of the Company.
                                            If at any time any member of the PubCo Holdings Group issues Debt Securities, such member
                                            of the PubCo Holdings Group shall transfer to the Company (in a manner to be determined by
                                            the Managing Member in its reasonable discretion) the proceeds received by such member of
                                            the PubCo Holdings Group in exchange for such Debt Securities in a manner that directly or
                                            indirectly burdens the Company with the repayment of the Debt Securities. If any Equity Security
                                            outstanding at PubCo is exercised or otherwise converted and, as a result, any Equity Securities
                                            of PubCo are issued, (1) the corresponding Equity Security outstanding at the Company shall
                                            be similarly exercised or otherwise converted, as applicable, and an equivalent number of
                                            Equity Securities of the Company shall be issued to the PubCo Holdings Group as contemplated
                                            by the first sentence of this Section 3.1(e), and (2) the PubCo Holdings Group shall
                                            concurrently contribute to the Company the net proceeds received by the PubCo Holdings Group
                                            from any such exercise.



 









    16


     


    

 


		(f)	No
                                            member of the PubCo Holdings Group may redeem, repurchase or otherwise acquire (other than
                                            from another member of the PubCo Holdings Group) (i) any Class A Shares (including upon forfeiture
                                            of any unvested Class A Shares) unless substantially simultaneously the Company redeems,
                                            repurchases or otherwise acquires from the PubCo Holdings Group an equal number of Units
                                            for the same price per security or (ii) any other Equity Securities of PubCo, unless substantially
                                            simultaneously the Company redeems, repurchases or otherwise acquires from the PubCo Holdings
                                            Group an equal number of Equity Securities of the Company of a corresponding class or series
                                            with substantially the same rights to dividends and distributions (including distributions
                                            upon liquidation, but taking into account differences resulting from any tax or other liabilities
                                            borne by PubCo) and other economic rights as those of such Equity Securities of PubCo for
                                            the same price per security. The Company may not redeem, repurchase or otherwise acquire
                                            (x) except pursuant to Section 3.6, any Units from the PubCo Holdings Group unless
                                            substantially simultaneously the PubCo Holdings Group redeems, repurchases or otherwise acquires
                                            an equal number of Class A Shares for the same price per security from holders thereof, or
                                            (y) any other Equity Securities of the Company from the PubCo Holdings Group unless
                                            substantially simultaneously the PubCo Holdings Group redeems, repurchases or otherwise acquires
                                            for the same price per security an equal number of Equity Securities of PubCo of a corresponding
                                            class or series with substantially the same rights to dividends and distributions (including
                                            distribution upon liquidation, but taking into account differences resulting from any tax
                                            or other liabilities borne by PubCo) and other economic rights as those of such Equity Securities
                                            of PubCo. Notwithstanding the foregoing, to the extent that any consideration payable by
                                            the PubCo Holdings Group in connection with the redemption or repurchase of any Equity Securities
                                            of PubCo consists (in whole or in part) of Equity Securities, then the redemption or repurchase
                                            of the corresponding Equity Securities of the Company shall be effectuated in an equivalent
                                            manner.



 


		(g)	The
                                            Company shall not in any manner effect any subdivision (by any equity split, equity distribution,
                                            reclassification, recapitalization or otherwise) or combination (by reverse equity split,
                                            reclassification, recapitalization or otherwise) of the outstanding Equity Securities of
                                            the Company unless accompanied by an identical subdivision or combination, as applicable,
                                            of the outstanding PubCo Shares, with corresponding changes made with respect to any other
                                            exchangeable or convertible securities. Unless in connection with any action taken pursuant
                                            to Section 3.1(i), PubCo shall not in any manner effect any subdivision (by any equity
                                            split, equity distribution, reclassification, recapitalization or otherwise) or combination
                                            (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding
                                            PubCo Shares unless accompanied by an identical subdivision or combination, as applicable,
                                            of the outstanding Units, with corresponding changes made with respect to any other exchangeable
                                            or convertible securities.



 





		(h)	Notwithstanding
                                            any other provision of this Agreement, the Company may redeem Units from the PubCo Holdings
                                            Group for cash to fund any acquisition by the PubCo Holdings Group of another Person; provided
                                            that promptly after such redemption and acquisition the PubCo Holdings Group contributes
                                            or causes to be contributed, directly or indirectly, such Person or the assets and liabilities
                                            of such Person to the Company or any of its Subsidiaries in exchange for a number of Units
                                            equal to the number of Units so redeemed.



 


		(i)	Notwithstanding
                                            any other provision of this Agreement (including Section 3.1(e)), if the PubCo Holdings
                                            Group acquires or holds any material amount of cash in excess of any monetary obligations
                                            it reasonably anticipates (including as a result of the receipt of distributions pursuant
                                            to Section 5.2 for any period in excess of the PubCo Tax-Related Liabilities for such
                                            period), PubCo and the Managing Member may use such excess cash amount in such other manner,
                                            and make such other adjustments to or take such other actions with respect to the capitalization
                                            of PubCo, PubCo Sub and the Company and to the one-to-one exchange ratio between Units and
                                            Class A Shares, as PubCo and the Managing Member in Good Faith determine to be fair and reasonable
                                            to the shareholders of PubCo and to the Members and to preserve the intended economic effect
                                            of this Section 3.1, Section 3.6 and the other provisions hereof.



 






    17


     


    

 


Section 3.2     Voting
Rights. No Member has any voting right except with respect to those matters specifically reserved for a Member vote under the
Act and for matters expressly requiring the approval of Members under this Agreement. Except as otherwise required by the Act, each Unit
will entitle the holder thereof to one vote on all matters to be voted on by the Members. Except as otherwise expressly provided in this
Agreement, the holders of Units having voting rights will vote together as a single class on all matters to be approved by the Members.


 


Section 3.3     Capital
Contributions; Unit Ownership.


 


	 	(a)	Capital
                                            Contributions. Except as otherwise set forth in Section 3.1 with respect
                                            to the obligations of the PubCo Holdings Group, no Member shall be required to make additional
                                            Capital Contributions.

	 	 	 
		(b)	Issuance
                                            of Additional Interests. Except as otherwise expressly provided in this Agreement, the
                                            Managing Member shall have the right to authorize and cause the Company to issue on such
                                            terms (including price) as may be determined by the Managing Member (i) subject to the limitations
                                            of Section 3.1, additional Equity Securities in the Company (including creating preferred
                                            interests or other classes or series of interests having such rights, preferences and privileges
                                            as determined by the Managing Member, which rights, preferences and privileges may be senior
                                            to the Units), and (ii) obligations, evidences of Indebtedness or other securities or interests
                                            convertible or exchangeable for Equity Securities in the Company; provided that, at
                                            any time following the date hereof, in each case the Company shall not issue Equity Securities
                                            in the Company to any Person unless such Person shall have executed a counterpart to this
                                            Agreement and all other documents, agreements or instruments deemed necessary or desirable
                                            in the reasonable discretion of the Managing Member. Upon such issuance and execution, such
                                            Person shall be admitted as a Member of the Company. In that event, the Managing Member shall
                                            update the Company’s books and records to reflect such additional issuances. Subject
                                            to Section 11.1, the Managing Member is hereby authorized to amend this Agreement
                                            to set forth the designations, preferences, rights, powers and duties of such additional
                                            Equity Securities in the Company, or such other amendments that the Managing Member determines
                                            to be otherwise necessary or appropriate in connection with the creation, authorization or
                                            issuance of, any class or series of Equity Securities in the Company pursuant to this Section
                                            3.3(b); provided that, notwithstanding the foregoing, the Managing Member shall
                                            have the right to amend this Agreement as set forth in this sentence without the approval
                                            of any other Person (including any Member) and notwithstanding any other provision of this
                                            Agreement (including Section 11.1) if such amendment is necessary, and then only to
                                            the extent necessary, in order to consummate any offering of PubCo Shares or other Equity
                                            Securities of PubCo provided that the designations, preferences, rights, powers and duties
                                            of any such additional Equity Securities of the Company as set forth in such amendment are
                                            substantially similar to those applicable to such PubCo Shares or other Equity Securities
                                            of PubCo.



 


Section 3.4     Capital
Accounts. A Capital Account shall be maintained for each Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) and,
to the extent consistent with such regulations, the other provisions of this Agreement. Each Member’s Capital Account shall be
(a) increased by (i) allocations to such Member of Profits pursuant to Section 4.1 and any other items of income
or gain allocated to such Member pursuant to Section 4.2, (ii) the amount of cash or the initial Gross Asset Value of
any asset (net of any Liabilities assumed by the Company and any Liabilities to which the asset is subject) contributed to the Company
by such Member, and (iii) any other increases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv), and (b) decreased
by (i) allocations to such Member of Losses pursuant to Section 4.1 and any other items of deduction or loss allocated
to such Member pursuant to the provisions of Section 4.2, (ii) the amount of any cash or the Gross Asset Value of any
asset (net of any Liabilities assumed by the Member and any Liabilities to which the asset is subject) distributed to such Member, and
(iii) any other decreases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv). If a Transfer of Units is
made in accordance with this Agreement (including a deemed Transfer for U.S. federal income tax purposes as described in Section 3.6(g)),
the Capital Account of the Transferor that is attributable to the Transferred Units shall carry over to the Transferee Member in accordance
with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(l).


 


Section 3.5     Other
Matters.


 


	 	(a)	No
                                            Member shall be entitled to a return on or of its Capital Contributions or withdraw from
                                            the Company without the consent of the Managing Member.

	 	 	 
		(b)	No
                                            Member shall receive any interest, salary, compensation, draw or reimbursement with respect
                                            to its Capital Contributions or its Capital Account, or for services rendered or expenses
                                            incurred on behalf of the Company or otherwise in its capacity as a Member, except as otherwise
                                            provided in Section 6.7 or as otherwise contemplated by this Agreement.



 






    18


     


    

 


		(c)	The
                                            Liability of each Member shall be limited as set forth in the Act and other applicable Law
                                            and, except as expressly set forth in this Agreement or required by Law, no Member (or any
                                            of its Affiliates) shall be personally liable, whether to the Company, any of the other Members,
                                            the creditors of the Company, or any other third party, for any debt or Liability of the
                                            Company, whether arising in contract, tort or otherwise, solely by reason of being a Member
                                            of the Company.



 


		(d)	Except
                                            as otherwise required by the Act, a Member shall not be required to restore a deficit balance
                                            in such Member’s Capital Account, to lend any funds to the Company or, except as otherwise
                                            set forth herein, to make any additional contributions or payments to the Company.



 


		(e)	The
                                            Company shall not be obligated to repay any Capital Contributions of any Member.



 


Section 3.6           
Redemption of Units.


 


		(a)	Each
                                            Member other than the PubCo Holdings Group shall be entitled from time to time to cause the
                                            Company to redeem all or a portion of such Member’s Units (such Member a “Redeeming
                                            Member”), together with an equal number of Class B Shares, in exchange for
                                            Class A Shares or, at the Company’s election under certain circumstances, cash in accordance
                                            with Section 3.6(d) (referred to herein as the “Redemption Right”),
                                            upon the terms and subject to the conditions set forth in this Section 3.6 and subject
                                            to PubCo Sub’s (or such designated member(s) of the PubCo Holdings Group’s) Call
                                            Right as set forth in Section 3.6(n).



 


		(b)	In
                                            order to exercise its Redemption Right, each Redeeming Member shall provide written notice
                                            in a reasonable form as the Company may provide from time to time (the “Redemption
                                            Notice”) to the Company and PubCo Sub, on or before any Redemption Notice Date,
                                            stating that the Redeeming Member elects to have redeemed on the next Redemption Date a stated
                                            number of Units, together with an equal number Class B Shares. Upon delivery of any Redemption
                                            Notice by any Member on or before any Redemption Notice Date, such Member may not revoke
                                            or rescind such Redemption Notice after such Redemption Notice Date. If the Class A Shares
                                            are publicly traded, any Redemption Notice may be made contingent on the price of a Class
                                            A Share at the close of business on the last trading day prior to the Redemption Date (as
                                            reported by Bloomberg, L.P. or its successor) being equal to or above a price specified in
                                            the Redemption Notice. Any Redemption Notice delivered for a Redemption on a Special Redemption
                                            Date may be made contingent on the consummation of the Public Offering or other transaction
                                            described in the notice of the Managing Member specifying such Special Redemption Date. Any
                                            notice by any Member pursuant to the Registration Rights Agreement to demand or participate
                                            in any Public Offering shall be deemed to constitute a Redemption Notice for the related
                                            Special Redemption Date that is contingent on the consummation of such Public Offering.



 


		(c)	On
                                            any Redemption Date for which any Member delivered a Redemption Notice with respect to Units,
                                            unless the Company elects to pay cash in accordance with Section 3.6(d) or PubCo Sub
                                            (or such designated member(s) of the PubCo Holdings Group) exercises its Call Right pursuant
                                            to Section 3.6(n), on such Redemption Date such number of Units, together with an
                                            equal number of Class B Shares, shall be redeemed for an equal number of Class A Shares.



 






    19


     


    

 


		(d)	The
                                            Company shall be entitled to elect to settle any Redemption by delivering to the Redeeming
                                            Member, in lieu of the applicable number of Class A Shares that would be received in such
                                            Redemption, an amount of cash equal to the Cash Election Amount for such shares.



 


		(e)	Subject
                                            to Section 3.6(f), each Member’s Redemption Right shall be subject to the following
                                            limitations and qualifications:



 


		(i)	Except
                                            as provided herein, Redemptions shall only be permitted on each Redemption Date.



 


		(ii)	Except
                                            as provided in clause (iii)(y) below and absent the prior written consent of the Managing
                                            Member (not to be unreasonably withheld, conditioned or delayed), with respect to any Redemption,
                                            a Redeeming Member shall be required to redeem at least a number of Units equal to the lesser
                                            of 0.1% of the total number of all outstanding Units and all of the Units then held by such
                                            Redeeming Member.



 


		(iii)	Notwithstanding
                                            anything to the contrary in this Agreement, a Redeeming Member may exercise its Redemption
                                            Right (x) with respect to at least 2.0% of the total number of all outstanding Units at any
                                            time or (y) with respect to any of the then-held Units of such Member if such Redemption
                                            Right is exercised in connection with a valid exercise of such Member’s rights to have
                                            the Class A Shares issuable in connection with such Redemption to participate in a Public
                                            Offering.



 


		(iv)	Any
                                            Redemption of Units may be limited in accordance with the terms of any agreements or instruments
                                            entered into in connection with such issuance, as deemed necessary or desirable in the discretion
                                            of the Managing Member.



 


		(f)	The
                                            Managing Member may impose additional limitations and restrictions on Redemptions (including
                                            limiting Redemptions or creating priority procedures for Redemptions), solely to the extent
                                            it determines such limitations and restrictions to be necessary or appropriate to avoid undue
                                            risk that the Company may be classified as a “publicly traded partnership” within
                                            the meaning of Section 7704 of the Code. Furthermore, the Managing Member may require
                                            any Member or group of Members to redeem all of their Units to the extent it determines,
                                            that such Redemption is necessary or appropriate to avoid undue risk that the Company may
                                            be classified as a “publicly traded partnership” within the meaning of Section 7704
                                            of the Code. Upon delivery of any notice by the Managing Member to such Member or group of
                                            Members requiring such Redemption, such Member or group of Members shall exchange, subject
                                            to exercise by PubCo Sub (or such designated member(s) of the PubCo Holdings Group) of the
                                            Call Right pursuant to Section 3.6(n), all of their Units effective as of the date
                                            specified in such notice (and such date shall be deemed to be a Redemption Date for purposes
                                            of this Agreement) in accordance with this Section 3.6 and otherwise in accordance
                                            with the requirements set forth in such notice.



 






    20


     


    




 


		(g)	For
                                            U.S. federal income (and applicable state and local) tax purposes, each of the Redeeming
                                            Member, the Company and PubCo Sub (and any other member of the PubCo Holding Group), as the
                                            case may be, agree to treat each Redemption and, if PubCo Sub (or another member of the PubCo
                                            Holdings Group) exercises its Call Right, each transaction between the redeeming or selling
                                            Member and PubCo Sub (or such other member of the PubCo Holdings Group), as a sale of such
                                            Member’s Units (together, if applicable, with the same number of Class B Shares) to
                                            PubCo Sub (or such other member of the PubCo Holdings Group) in exchange for Class A Shares
                                            or cash (and any associated payments made pursuant to the Business Combination TRA or any
                                            applicable Post-Business Combination TRA), as applicable.



 


		(h)	Each
                                            Redemption shall be deemed to have been effected on the applicable Redemption Date. Any Member
                                            redeeming Units in accordance with this Agreement may request that the Class A Shares to
                                            be issued upon such Redemption be issued in a name other than such Member. Any Person or
                                            Persons in whose name or names any Class A Shares are issuable on any Redemption Date shall
                                            be deemed to have become, on such Redemption Date, the holder or holders of record of such
                                            shares.



 


		(i)	If
                                            the redeemed Units (or the Class B Shares to be transferred and surrendered) are represented
                                            by a certificate or certificates, prior to the Redemption Date, the Redeeming Member shall
                                            also present and surrender such certificate or certificates representing such Units (or Class
                                            B Shares) during normal business hours at the principal executive offices of the Company
                                            or at the office of the Transfer Agent. If required by the Managing Member, any certificate
                                            for Units (or Class B Shares) surrendered to the Company or Transfer Agent hereunder shall
                                            be accompanied by instruments of Transfer, in forms reasonably satisfactory to the Managing
                                            Member and the Transfer Agent, duly executed by the Redeeming Member or the Redeeming Member’s
                                            duly authorized representative.



 


		(j)	Unless
                                            a member of the PubCo Holdings Group has elected its Call Right pursuant to Section 3.6(n)
                                            with respect to any Redemption, on the relevant Redemption Date and immediately prior
                                            to such Redemption, (i) the Redeeming Member shall Transfer and surrender the redeemed
                                            Units (and a corresponding number of Class B Shares) to the Company, (ii) PubCo Sub (or such
                                            other member(s) of the PubCo Holdings Group) shall contribute to the Company the consideration
                                            the Redeeming Member is entitled to receive under Section 3.6(c) (including if the
                                            Company exercises its right to deliver the Cash Election Amount pursuant to Section 3.6(d))
                                            and the Company shall issue to PubCo Sub (or such other member(s) of the PubCo Holdings Group)
                                            a number of Units or, pursuant to Section 3.1(e), other Equity Securities of the Company
                                            as consideration for such contribution, (iii) the Company shall (A) cancel the redeemed Units
                                            and (B) Transfer to the Redeeming Member the consideration the Redeeming Member is entitled
                                            to receive under Section 3.6(c) (including if the Company exercises its right to deliver
                                            the Cash Election Amount pursuant to Section 3.6(d)), (iv) PubCo shall cancel the
                                            surrendered Class B Shares, if applicable, and (v) if the redeemed Units are certificated,
                                            issue to the Redeeming Member a certificate for the number of Units equal to the difference
                                            (if any) between the number of Units evidenced by the certificate surrendered by the Redeeming
                                            Member and the number of redeemed Units.



 









    21


     


    

 


		(k)	If
                                            (i) there is any reclassification, reorganization, recapitalization or other similar
                                            transaction pursuant to which the Class A Shares are converted or changed into another security,
                                            securities or other property (other than as a result of a subdivision or combination or any
                                            transaction subject to Section 3.1(f) or Section 3.1(g)), or (ii) except
                                            in connection with actions taken with respect to the capitalization of PubCo or the Company
                                            pursuant to Section 3.1(i), PubCo, by dividend or otherwise, distributes to all holders
                                            of the Class A Shares evidences of its Indebtedness or assets, including securities (including
                                            Class A Shares and any rights, options or warrants to all holders of the Class A Shares to
                                            subscribe for or to purchase or to otherwise acquire Class A Shares, or other securities
                                            or rights convertible into, redeemable for or exercisable for Class A Shares) but excluding
                                            (A) any cash dividend or distribution or (B) any such distribution of Indebtedness or assets,
                                            in either case (A) or (B) received by PubCo, directly or indirectly, from the Company in
                                            respect of the Units, then upon any subsequent Redemption, in addition to the Class A Shares
                                            or the Cash Election Amount, as applicable, each Redeeming Member shall be entitled to receive
                                            the amount of such security, securities or other property that such Member would have received
                                            if such Redemption had occurred immediately prior to the effective date of such reclassification,
                                            reorganization, recapitalization, other similar transaction, dividend or other distribution,
                                            taking into account any adjustment as a result of any subdivision (by any split, distribution
                                            or dividend, reclassification, reorganization, recapitalization or otherwise) or combination
                                            (by reverse split, reclassification, recapitalization or otherwise) of such security, securities
                                            or other property that occurs after the effective time of such reclassification, reorganization,
                                            recapitalization or other similar transaction. If there is any reclassification, reorganization,
                                            recapitalization or other similar transaction in which the Class A Shares are converted or
                                            changed into another security, securities or other property, or any dividend or distribution
                                            (other than an excluded dividend or distribution, as described above in clause (A)
                                            or (B)), this Section 3.6 shall continue to be applicable, mutatis mutandis,
                                            with respect to such security or other property.



 


		(l)	PubCo
                                            shall at all times keep available, solely for the purpose of issuance upon a Redemption,
                                            out of its authorized but unissued Class A Shares, such number of Class A Shares that shall
                                            be issuable upon the Redemption of all outstanding Units (other than those Units held by
                                            any member of the PubCo Holdings Group). PubCo covenants that all Class A Shares that shall
                                            be issued upon a Redemption shall, upon issuance thereof, be validly issued, fully paid and
                                            non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804
                                            of the Act). In addition, for so long as the Class A Shares are listed on a National Securities
                                            Exchange, PubCo shall use its reasonable best efforts to cause all Class A Shares issued
                                            upon a Redemption to be listed on such National Securities Exchange at the time of such issuance.



 


		(m)	The
                                            issuance of Class A Shares upon a Redemption shall be made without charge to the Redeeming
                                            Member for any stamp or other similar tax in respect of such issuance, except that if any
                                            such Class A Shares are to be issued in a name other than that of the Redeeming Member, then
                                            the Person or Persons in whose names such shares are to be issued shall pay to PubCo (or
                                            such other member of the PubCo Holdings Group) the amount of any tax payable in respect of
                                            any Transfer involved in such issuance or establish to the satisfaction of PubCo that such
                                            tax has been paid or is not payable. Each of the Company and PubCo Sub (or such other member
                                            of the PubCo Holdings Group) shall be entitled to deduct and withhold from any consideration
                                            payable or otherwise deliverable upon a Redemption (and the Redeeming Member agrees to indemnify
                                            the Company and the PubCo Holdings Group with respect to) such amounts as may be required
                                            to be deducted or withheld therefrom under the Code or any provision of applicable Law, and
                                            to the extent deduction and withholding is required, such deduction and withholding may be
                                            taken in Class A Shares. Prior to making such deduction or withholding, the Company shall
                                            give written notice to the Redeeming Member and reasonably cooperate with such Redeeming
                                            Member to reduce or avoid any such withholding. To the extent such amounts are so deducted
                                            or withheld and paid over to the relevant governmental authority, such amounts shall be treated
                                            for all purposes under this Agreement as having been paid to the Redeeming Member, and, if
                                            withholding is taken in Class A Shares, the relevant withholding party shall be treated as
                                            having sold such Class A Shares on behalf of such Redeeming Member for an amount of cash
                                            equal to the Fair Market Value thereof at the time of such deemed sale and paid such cash
                                            proceeds to the appropriate Governmental Entity.



 






    22


     


    

 


		(n)	Notwithstanding
                                            anything to the contrary in this Section 3.6, a Redeeming Member shall be deemed to
                                            have offered to sell its Units as described in any Redemption Notice to each member of the
                                            PubCo Holdings Group, and PubCo Sub (or such other member(s) of the PubCo Holdings Group
                                            designated by PubCo Sub) may, in its sole discretion, in accordance with this Section
                                            3.6(n), elect to purchase directly and acquire such Units on the Redemption Date by paying
                                            to the Redeeming Member that number of Class A Shares the Redeeming Member would otherwise
                                            receive pursuant to Section 3.6(c) or, if PubCo Sub (or such designated member(s)
                                            of the PubCo Holdings Group ) makes a Cash Election, the Cash Election Amount for such Class
                                            A Shares (the “Call Right”), whereupon PubCo Sub (or such designated
                                            member(s) of the PubCo Holdings Group) shall acquire the Units offered for redemption by
                                            the Redeeming Member and shall be treated thereafter for all purposes of this Agreement as
                                            the owner of such Units.



 








		(o)	If
                                            (i) the Members (other than any member of the PubCo Holdings Group) beneficially own,
                                            in the aggregate, less than ten percent (10%) of the then-outstanding Units and (ii) the
                                            Class A Shares are listed or admitted to trading on a National Securities Exchange,
                                            PubCo Sub (or such other member(s) of the PubCo Holdings Group designated by PubCo Sub) shall
                                            have the right, in its sole discretion, to require any Member (other than any member of the
                                            PubCo Holdings Group), collectively with its Affiliates, that beneficially owns less than
                                            five percent (5%) of the then-outstanding Units to effect a Redemption of all of such Member’s
                                            Units (together with the surrender and delivery of the same number of Class B Shares);
                                            provided that a Cash Election shall not be permitted pursuant to such a Redemption
                                            under this Section 3.6(o). PubCo Sub (or such other member(s) of the PubCo Holdings
                                            Group designated by PubCo Sub) shall deliver written notice to the Company and any such Member
                                            of its intention to exercise its Redemption Right pursuant to this Section 3.6(o)
                                            (a “Minority Member Redemption Notice”) at least 5 Business Days
                                            prior to the proposed date upon which such Redemption is to be effected (such proposed date,
                                            the “Minority Member Redemption Date”), indicating in such notice
                                            the number of Units (and corresponding Class B Shares) held by such Member that PubCo
                                            Sub (or such other member(s) of the PubCo Holdings Group designated by PubCo Sub) intends
                                            to require to be subject to such Redemption. Any Redemption pursuant to this Section 3.6(o)
                                            shall be effective on the Minority Member Redemption Date. From and after the Minority
                                            Member Redemption Date, (x) the Units and Class B Shares subject to such Redemption
                                            shall be deemed to be Transferred to PubCo Sub (or such other member(s) of the PubCo Holdings
                                            Group designated by PubCo Sub) on the Minority Member Redemption Date and (y) such Member
                                            shall cease to have any rights with respect to the Units and Class B Shares subject
                                            to such Redemption (other than the right to receive Class A Shares pursuant to such
                                            Redemption). Following delivery of a Minority Member Redemption Notice and on or prior to
                                            the Minority Member Redemption Date, the Members shall take all actions reasonably requested
                                            by PubCo Sub (or such other member(s) of the PubCo Holdings Group designated by PubCo Sub)
                                            to effect such Redemption, including taking any action and delivering any document required
                                            pursuant to the remainder of this Section 3.6 to effect a Redemption. Notwithstanding
                                            the foregoing, PubCo Sub will only have the right to deliver a Minority Member Redemption
                                            Notice if (x) there is an active shelf registration statement in effect with respect to all
                                            of such Member’s Units subject to Redemption pursuant to a given Minority Member Redemption
                                            Notice, and (y) the Class A Shares issuable to such Member shall not be subject to any lockup
                                            or other restrictions on transfer.



 


		(p)	No
                                            Redemption shall impair the right of the Redeeming Member to receive any distributions payable
                                            on the Units redeemed pursuant to such Redemption in respect of a record date that occurs
                                            prior to the Redemption Date for such Redemption. No Redeeming Member, or a Person designated
                                            by a Redeeming Member to receive Class A Shares, shall be entitled to receive, with
                                            respect to such record date, distributions or dividends both on Units redeemed by the Company
                                            from such Redeeming Member and on Class A Shares received by such Redeeming Member,
                                            or other Person so designated, if applicable, in such Redemption.



 






    23


     


    




 


		(q)	In
                                            connection with a PubCo Approved Change of Control, PubCo shall have the right, in its sole
                                            discretion, to require each Member (other than any member of the PubCo Holdings Group) to
                                            effect a Redemption of all of such Member’s Units (together, if applicable, with the
                                            corresponding number of Class B Shares); provided, however, that if any Member
                                            owns more than 10% of the total number of outstanding Units at the time of a PubCo Approved
                                            Change of Control, PubCo shall use commercially reasonable efforts to consult and cooperate
                                            with such Member to structure such Redemption in a tax efficient manner mutually agreeable
                                            to such Member and PubCo. Any Redemption pursuant to this Section 3.6(q) shall be
                                            effective immediately prior to and conditioned upon the consummation of the PubCo Approved
                                            Change of Control (the “Change of Control Exchange Date”). From
                                            and after the Change of Control Exchange Date, (i) the Units and Class B Shares subject to
                                            such Redemption shall be deemed to be transferred to PubCo on the Change of Control Exchange
                                            Date and (ii) such Member shall cease to have any rights with respect to the Units and Class
                                            B Shares subject to such Redemption (other than the right to receive Class A Shares pursuant
                                            to such Redemption). PubCo shall provide written notice of an expected PubCo Approved Change
                                            of Control to all Members within the earlier of (x) 5 Business Days following the execution
                                            of the agreement with respect to such PubCo Approved Change of Control and (y) 10 Business
                                            Days before the proposed date upon which the contemplated PubCo Approved Change of Control
                                            is to be effected, indicating in such notice such information as may reasonably describe
                                            the PubCo Approved Change of Control transaction, subject to applicable Law, including the
                                            date of execution of such agreement or such proposed effective date, as applicable, the amount
                                            and types of consideration to be paid for Class A Shares in the PubCo Approved Change of
                                            Control, any election with respect to types of consideration that a holder of Class A Shares,
                                            as applicable, shall be entitled to make in connection with such PubCo Approved Change of
                                            Control, and the number of Units (and, if applicable, the corresponding Class B Shares) held
                                            by such Member that PubCo intends to require to be subject to such Redemption. Following
                                            delivery of such notice and on or prior to the Change of Control Exchange Date, the Members
                                            shall take all actions reasonably requested by PubCo (or such other member of the PubCo Holdings
                                            Group) to effect such Redemption, including taking any action and delivering any document
                                            required pursuant to the remainder of this Section 3.6(q) to effect a Redemption.
                                            Nothing contained in this Section 3.6(q) shall limit the right of any Member to vote
                                            for or participate in any proposed Change of Control of PubCo with respect to such Member’s
                                            Units and Class B Shares or exchange all Units of such Member for Class A Shares in connection
                                            with such Change of Control.



 


Article
IV


 


ALLOCATIONS
OF PROFITS AND LOSSES


 


Section 4.1     Profits
and Losses. After giving effect to the allocations under Section 4.2 and subject to Section 4.4, Profits
and Losses (and, to the extent determined by the Managing Member to be necessary and appropriate to achieve the resulting Capital Account
balances described below, any allocable items of income, gain, loss, deduction or credit includable in the computation of Profits and
Losses) for each Fiscal Year or other taxable period shall be allocated among the Members during such Fiscal Year or other taxable period
in a manner such that, after giving effect to the special allocations set forth in Section 4.2 and all distributions through
the end of such Fiscal Year or other taxable period, the Capital Account balance of each Member, immediately after making such allocation,
is, as nearly as possible, equal to (i) the amount such Member would receive pursuant to Section 10.2(b) if all
assets of the Company on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values,
all liabilities of the Company were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability
to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was distributed, in accordance with
Section 10.2(b), to the Members immediately after making such allocation, minus (ii) such Member’s share
of Company Minimum Gain and Member Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such
Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets.


 


Section 4.2     Special
Allocations. The following allocations shall be made in the following order:


 


	 	(a)	Nonrecourse
                                            Deductions for any Fiscal Year or other taxable period shall be specially allocated to the
                                            Members on a pro rata basis, in accordance with the number of Units owned by each
                                            Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse
                                            Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the
                                            net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other
                                            taxable period over the aggregate amount of any distributions during that Fiscal Year or
                                            other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase
                                            in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations
                                            Section 1.704-2(d).
	 	 	 
		(b)	Any
                                            Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially
                                            allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse
                                            Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury
                                            Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss
                                            for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such
                                            Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which
                                            they bear the economic risk of loss. This Section 4.2(b) is intended to comply with
                                            the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently
                                            therewith.



 






    24


     


    

 


		(c)	Notwithstanding
                                            any other provision of this Agreement to the contrary, if there is a net decrease in Company
                                            Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease
                                            in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did
                                            not have sufficient amounts of income and gain during prior periods to allocate among the
                                            Members under this Section 4.2(c)), each Member shall be specially allocated items
                                            of Company income and gain for such Fiscal Year or other taxable period in an amount equal
                                            to such Member’s share of the net decrease in Company Minimum Gain during such year
                                            (as determined pursuant to Treasury Regulations Section 1.704-2(g)(2)). This Section
                                            4.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations
                                            Section 1.704-2(f) and shall be interpreted consistently therewith.



 


		(d)	Notwithstanding
                                            any other provision of this Agreement except Section 4.2(c), if there is a net decrease
                                            in Member Minimum Gain during any Fiscal Year or other taxable period (or if there was a
                                            net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the
                                            Company did not have sufficient amounts of income and gain during prior periods to allocate
                                            among the Members under this Section 4.2(d)), each Member shall be specially allocated
                                            items of Company income and gain in an amount equal to such Member’s share of the net
                                            decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)).
                                            This Section 4.2(d) is intended to constitute a partner nonrecourse debt minimum gain
                                            chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted
                                            consistently therewith.



 


		(e)	Notwithstanding
                                            any provision hereof to the contrary except Section 4.2(a) and Section 4.2(b),
                                            no Losses or other items of loss or expense shall be allocated to any Member to the extent
                                            that such allocation would cause such Member to have an Adjusted Capital Account Deficit
                                            (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year
                                            or other taxable period. All Losses and other items of loss and expense in excess of the
                                            limitation set forth in this Section 4.2(e) shall be allocated to the Members who
                                            do not have an Adjusted Capital Account Deficit in proportion to their relative positive
                                            Capital Accounts but only to the extent that such Losses and other items of loss and expense
                                            do not cause any such Member to have an Adjusted Capital Account Deficit.



 


		(f)	Notwithstanding
                                            any provision hereof to the contrary except Section 4.2(c) and Section 4.2(d),
                                            if any Member unexpectedly receives any adjustment, allocation or distribution described
                                            in paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d),
                                            items of income and gain (consisting of a pro rata portion of each item of income,
                                            including gross income, and gain for the Fiscal Year or other taxable period) shall be specially
                                            allocated to such Member in an amount and manner sufficient to eliminate any Adjusted Capital
                                            Account Deficit of that Member as quickly as possible; provided that an allocation pursuant
                                            to this Section 4.2(f) shall be made only if and to the extent that such Member would
                                            have an Adjusted Capital Account Deficit after all other allocations provided for in this
                                            Article IV have been tentatively made as if this Section 4.2(f) were not in
                                            this Agreement. This Section 4.2(f) is intended to constitute a qualified income offset
                                            under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
                                            consistently therewith.









 


		(g)	If
                                            any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or
                                            other taxable period that is in excess of the sum of (i) the amount that such Member is obligated
                                            to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant
                                            to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5),
                                            that Member shall be specially allocated items of Company income and gain in the amount of
                                            such excess as quickly as possible, provided that an allocation pursuant to this Section
                                            4.2(g) shall be made only if and to the extent that such Member would have a deficit
                                            balance in its Capital Account in excess of such sum after all other allocations provided
                                            for in this Article IV have been made as if Section 4.2(f) and this Section
                                            4.2(g) were not in this Agreement.



 






    25


     


    

 


		(h)	To
                                            the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Sections 734(b)
                                            or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2)
                                            or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts
                                            as a result of a distribution to any Member in complete liquidation of such Member’s
                                            Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated
                                            as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment
                                            decreases such basis) and such item of gain or loss shall be allocated to the Members in
                                            accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such
                                            section applies or to the Member to whom such distribution was made if Treasury Regulations
                                            Section 1.704-1(b)(2)(iv)(m)(4) applies.



 


		(i)	The
                                            allocations set forth in Section 4.2(a) through Section 4.2(h) (the “Regulatory
                                            Allocations”) are intended to comply with certain requirements of Treasury
                                            Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provision of
                                            this Article IV (other than the Regulatory Allocations), the Regulatory Allocations
                                            (and anticipated future Regulatory Allocations) shall be taken into account in allocating
                                            other items of income, gain, loss and deduction among the Members so that, to the extent
                                            possible, the net amount of such allocation of other items and the Regulatory Allocations
                                            to each Member should be equal to the net amount that would have been allocated to each such
                                            Member if the Regulatory Allocations had not occurred. This Section 4.2(i) is intended
                                            to minimize to the extent possible and to the extent necessary any economic distortions which
                                            may result from application of the Regulatory Allocations and shall be interpreted in a manner
                                            consistent therewith.



 


		(j)	Items
                                            of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall
                                            be allocated to the Members in accordance with the applicable provisions of the Partnership
                                            Tax Audit Rules, as reasonably determined by the Managing Member.



 


Section 4.3           
Allocations for Tax Purposes in General.


 


	 	(a)	Except
                                            as otherwise provided in this Section 4.3, each item of income, gain, loss, deduction
                                            and credit of the Company for U.S. federal income tax purposes shall be allocated among the
                                            Members in the same manner as such item is allocated under Section 4.1 and Section
                                            4.2.
	 	 	 
		(b)	In
                                            accordance with Section 704(c) of the Code and the Treasury Regulations thereunder (including
                                            the Treasury Regulations applying the principles of Section 704(c) of the Code to changes
                                            in Gross Asset Values), items of income, gain, loss and deduction with respect to
                                            any Company property having a Gross Asset Value that differs from such property’s adjusted
                                            U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated
                                            among the Members to account for any such difference using such method or methods determined
                                            by the Managing Member to be appropriate and in accordance with the applicable Treasury Regulations;
                                            provided, that the Managing Member will use the “traditional method with curative
                                            allocations,” with the curative allocations applied only to sale gain, under Treasury
                                            Regulations Section 1.704-3(c) with respect to the assets owned by the Company immediately
                                            following the Business Combination.



 


		(c)	Any
                                            (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance
                                            with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received
                                            the benefit of such deductions to the maximum extent permissible by Law, and (ii) recapture
                                            of grants or credits shall be allocated to the Members in accordance with applicable Law.



 


		(d)	Tax
                                            credits of the Company shall be allocated among the Members as provided in Treasury Regulation
                                            Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii).



 






    26


     


    

 


		(e)	Allocations
                                            pursuant to this Section 4.3 are solely for purposes of U.S. federal, state and local
                                            taxes and shall not affect or in any way be taken into account in computing any Member’s
                                            Capital Account or share of Profits, Losses, other items or distributions pursuant to any
                                            provision of this Agreement.



 


		(f)	If,
                                            as a result of an exercise of a noncompensatory option to acquire an interest in the Company,
                                            a Capital Account reallocation is required under Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3),
                                            the Company shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x).



 


Section 4.4           
Other Allocation Rules.


 


	 	(a)	The
                                            Members are aware of the income tax consequences of the allocations made by this Article IV
                                            and the economic impact of the allocations on the amounts receivable by them under this
                                            Agreement. The Members hereby agree to be bound by the provisions of this Article IV
                                            in reporting their share of Company income and loss for income tax purposes.
	 	 	 
		(b)	The
                                            provisions regarding the establishment and maintenance for each Member of a Capital Account
                                            as provided by Section 3.4 and the allocations set forth in Section 4.1, Section
                                            4.2, and Section 4.3 are intended to comply with the Treasury Regulations and
                                            to reflect the intended economic entitlement of the Members. If the Managing Member determines
                                            that the application of the provisions in Section 3.4, Section 4.1, Section
                                            4.2, or Section 4.3 would result in non-compliance with the Treasury Regulations
                                            or would be inconsistent with the intended economic entitlement of the Members, the Managing
                                            Member is authorized to make any appropriate adjustments to such provisions.



 


		(c)	All
                                            items of income, gain, loss, deduction and credit allocable to an interest in the Company
                                            that may have been Transferred shall be allocated between the Transferor and the Transferee
                                            in accordance with a method determined by the Managing Member and permissible under Section 706
                                            of the Code and the Treasury Regulations thereunder.



 


		(d)	The
                                            Members’ proportionate shares of the “excess nonrecourse liabilities” of
                                            the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall
                                            be allocated to the Members on a pro rata basis, in accordance with the number of
                                            Units owned by each Member unless otherwise determined by the Managing Member.



 


Article
V


 


DISTRIBUTIONS


 


Section 5.1     Distributions.


 


	 	(a)	Distributions.
                                            To the extent permitted by applicable Law and hereunder, and except as otherwise provided
                                            in Section 10.2, distributions to Members may be declared by the Managing Member
                                            out of funds legally available therefor in such amounts and on such terms (including the
                                            payment dates of such distributions) as the Managing Member shall determine using such record
                                            date as the Managing Member may designate; any such distribution shall be made to the Members
                                            as of the close of business on such record date on a pro rata basis (provided that
                                            repurchases or redemptions made in accordance with Section 3.1(f), Section 3.6,
                                            or payments made in accordance with Section 6.2 or Section 6.7 need
                                            not be on a pro rata basis), in accordance with the number of Units owned by each
                                            Member as of the close of business on such record date; provided, however,
                                            that the Managing Member shall have the obligation to make distributions as set forth in
                                            Section 5.2 and Section 10.2(b)(iii). Promptly following the designation
                                            of a record date and the declaration of a distribution pursuant to this Section 5.1,
                                            the Managing Member shall give notice to each Member of the record date, the amount and the
                                            terms of the distribution and the payment date thereof.
	 	 	 
		(b)	Successors.
                                            For purposes of determining the amount of distributions, each Member shall be treated as
                                            having made the Capital Contributions and as having received the distributions made to or
                                            received by its predecessors in respect of any of such Member’s Units.



 






    27


     


    

 


		(c)	Distributions
                                            In-Kind. Except as otherwise provided in this Agreement, any distributions may be made
                                            in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member.
                                            Except for repurchases or redemptions made in accordance with Section 3.1(f), Section
                                            3.6, or payments made in accordance with Section 6.2 or Section 6.7, in
                                            the event of any distribution of (i) property in kind or (ii) both cash and property in kind,
                                            each Member shall be distributed its proportionate share of any such cash so distributed
                                            and its proportionate share of any such property so distributed in kind (based on the Fair
                                            Market Value of such property). To the extent that the Company distributes property in-kind
                                            to the Members, the Company shall be treated as making a distribution equal to the Fair Market
                                            Value of such property for purposes of Section 5.1(a) and such property shall be treated
                                            as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss
                                            shall be allocated to the Member’s Capital Accounts in accordance with Section 4.1
                                            and Section 4.2.



 


Section 5.2     Tax-Related
Distributions. The Company shall, subject to any restrictions contained in any agreement to which the Company is bound, make
distributions out of legally available funds to all Members on a pro rata basis, in accordance with the number of Units owned
by each Member, at such times and in such amounts as the Managing Member reasonably determines is necessary (taking into account any
distributions reasonably expected to be made pursuant to Section 5.1(a), but only to the extent reasonably contemporaneously
with such tax-related distribution), to enable the PubCo Holdings Group to timely satisfy any PubCo Tax-Related Liabilities.


 


Section 5.3     Distribution
Upon Withdrawal. No withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest
in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in
this Agreement.


 


Article VI


 


MANAGEMENT


 


Section 6.1     The
Managing Member; Fiduciary Duties.


 


	 	(a)	PubCo
                                            Sub shall be the sole Managing Member of the Company. Except as otherwise required by Law,
                                            (i) the Managing Member shall have full and complete charge of all affairs of the Company,
                                            (ii) the management and control of the Company’s business activities and operations
                                            shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions
                                            regarding the business, activities and operations of the Company (including the incurrence
                                            of costs and expenses) without the consent of any other Member, and (iii) the Members
                                            other than the Managing Member (in their capacity as such) shall not participate in the control,
                                            management, direction or operation of the activities or affairs of the Company and shall
                                            have no power to act for or bind the Company.
	 	 	 
		(b)	Except
                                            as otherwise provided herein, in connection with the performance of its duties as the Managing
                                            Member of the Company, the Managing Member acknowledges that it will owe to the Members the
                                            same fiduciary duties as it would owe to the stockholders of a Delaware corporation under
                                            the DGCL if it were a member of the board of directors of such a corporation and the Members
                                            were stockholders of such corporation; provided, that all Members acknowledge and
                                            agree that the Managing Member shall owe no fiduciary or other duty to any Member where this
                                            Agreement provides that the Managing Member may act or otherwise proceed in its sole discretion.
                                            The Members further acknowledge that the Managing Member will take action through the board
                                            of directors of its sole member, PubCo, and that the members of PubCo’s board of directors
                                            will owe comparable fiduciary duties to the stockholders of PubCo.



 






    28


     


    

 


Section 6.2     Indemnification;
Exculpation.


 


	 	(a)	The
                                            Company shall indemnify and hold harmless, to the fullest extent permitted by applicable
                                            Law as it presently exists or may hereafter be amended (provided, that no such amendment
                                            shall limit a Covered Person’s rights to indemnification hereunder with respect to
                                            any actions or events occurring prior to such amendment), any person who was or is made a
                                            party or is threatened to be made a party to or is otherwise involved in any threatened,
                                            pending or completed action, suit or proceeding, whether civil, criminal, administrative
                                            or investigative (a “Proceeding”) by reason of the fact that such
                                            person (or a person for whom such person is the legal representative or a director, officer
                                            or employee) is or was a person entitled to indemnification under the Existing LLC Agreement,
                                            or is a Member, or acting as the Managing Member or Company Representative of the Company
                                            or, while being a person entitled to indemnification under the Existing LLC Agreement, a
                                            Member, or acting as the Managing Member or Company Representative of the Company, is or
                                            was serving at the request of the Company as a member, director, officer, trustee, employee
                                            or agent of another limited liability company or of a corporation, partnership, joint venture,
                                            trust, other enterprise or nonprofit entity, including service with respect to an employee
                                            benefit plan (each of the persons referred to above in this Section 6.2(a) being
                                            referred to as a “Covered Person”), whether the basis of such Proceeding
                                            is alleged action or failure of action in an official capacity as a member, director, officer,
                                            trustee, employee or agent, or in any other capacity while serving as a member, director,
                                            officer, trustee, employee or agent, against all costs, expenses (including reasonable attorneys’
                                            fees), liability and loss incurred or suffered by such Covered Person in connection with
                                            such Proceeding, unless there has been a final and non-appealable judgment entered by a court
                                            of competent jurisdiction determining that, in respect of such act or omission, and taking
                                            into account the acknowledgements and agreements set forth in this Agreement, such Covered
                                            Person breached the terms of this Agreement or any duties owed to the Company or the Members.
                                            The Company shall, to the fullest extent not prohibited by applicable Law as it presently
                                            exists or may hereafter be amended (provided, that no such amendment shall limit a Covered
                                            Person’s rights to indemnification hereunder with respect to any actions or events
                                            occurring prior to such amendment), pay the costs and expenses (including reasonable attorneys’
                                            fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition;
                                            provided, however, that to the extent required by applicable Law, such payment
                                            of expenses in advance of the final disposition of the Proceeding shall be made only upon
                                            receipt of an undertaking by the Covered Person to repay all amounts advanced if it should
                                            be ultimately determined by final judicial decision from which there is no further right
                                            to appeal that the Covered Person is not entitled to be indemnified under this Section 6.2(a) or
                                            otherwise. The rights to indemnification and advancement of expenses under this Section 6.2(a) shall
                                            be contract rights and such rights shall continue as to a Covered Person who has ceased to
                                            be a member, director, officer, trustee, employee or agent and shall inure to the benefit
                                            of his heirs, executors and administrators. Notwithstanding the foregoing provisions of this
                                            Section 6.2(a), except for Proceedings to enforce rights to indemnification and
                                            advancement of expenses, the Company shall indemnify and advance expenses to a Covered Person
                                            in connection with a Proceeding (or part thereof) initiated by such Covered Person only if
                                            such Proceeding (or part thereof) was authorized by the Managing Member. If this Section 6.2(a) or
                                            any portion of this Section 6.2(a) shall be invalidated on any ground by
                                            a court of competent jurisdiction the Company shall nevertheless indemnify each Covered Person
                                            as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement
                                            with respect to any action, suit, proceeding or investigation, whether civil, criminal or
                                            administrative, including a grand jury proceeding or action or suit brought by or in the
                                            right of the Company, to the full extent permitted by any applicable portion of this Section 6.2(a) that
                                            shall not have been invalidated.
	 	 	 
		(b)	Subject
                                            to other applicable provisions of this Section 6.2, to the fullest extent permitted
                                            by applicable Law, the Covered Persons shall not be liable to the Company, any Subsidiary,
                                            any director, any Member or any holder of any equity interest in any Subsidiary by virtue
                                            of being a Covered Person or for any acts or omissions in their capacity as a Covered Person
                                            or otherwise in connection with the Company, this Agreement or the business and affairs of
                                            the Company and its Subsidiaries unless there has been a final and non-appealable judgment
                                            entered by a court of competent jurisdiction determining that such losses or liabilities
                                            were the result of conduct in which such Covered Person breached the terms of this Agreement
                                            or any duties owed to the Company or the Members.



 






    29


     


    

 



Section 6.3     Maintenance
of Insurance or Other Financial Arrangements. In compliance with applicable Law, the Company (with the approval of the Managing
Member) may purchase and maintain insurance or make other financial arrangements on behalf of any Person who is or was a Member, employee
or agent of the Company, or at the request of the Company is or was serving as a manager, director, officer, employee or agent of another
limited liability company, corporation, partnership, joint venture, trust or other enterprise, for any Liability asserted against such
Person and Liability and expenses incurred by such Person in such Person’s capacity as such, or arising out of such Person’s
status as such, whether or not the Company has the authority to indemnify such Person against such Liability and expenses.


 


Section 6.4     Resignation
or Termination of Managing Member. PubCo Sub (or its successor, as applicable) shall not, by any means, resign as, cease to be
or be replaced as Managing Member except in compliance with this Section 6.4. No termination or replacement of PubCo Sub
(or its successor, as applicable) as Managing Member shall be effective unless proper provision is made, in compliance with this Agreement,
so that the obligations of PubCo Sub, its successor (if applicable) and any new Managing Member and the rights of all Members under this
Agreement and applicable Law remain in full force and effect. No appointment of a Person other than PubCo Sub (or its successor, as applicable)
as Managing Member shall be effective unless PubCo Sub (or its successor, as applicable) and the new Managing Member (as applicable)
provide all other Members with contractual rights, directly enforceable by such other Members against PubCo Sub (or its successor, as
applicable) and the new Managing Member (as applicable), to cause (a) PubCo Sub (or its successor, as applicable) to comply with
all of PubCo Sub’s or such member’s obligations under this Agreement (including its obligations under Section 3.6)
other than those that must necessarily be taken in its capacity as Managing Member and (b) the new Managing Member to comply with
all of the Managing Member’s obligations under this Agreement.


 


Section 6.5     No
Inconsistent Obligations. The Managing Member represents that it does not have any contracts, other agreements, duties or obligations
that are inconsistent with its duties and obligations (whether or not in its capacity as Managing Member) under this Agreement and covenants
that, except as permitted by Section 6.1, it will not enter into any contracts or other agreements or undertake or acquire
any other duties or obligations that are inconsistent with such duties and obligations.


 


Section 6.6     Reclassification
Events of PubCo. If a Reclassification Event occurs, the Managing Member or its successor, as the case may be, shall amend this
Agreement in compliance with Section 11.1, and enter into supplementary or additional agreements, to ensure that, following
the effective date of the Reclassification Event: (i) the Redemption Right of holders of Units set forth in Section 3.6
provide that each Unit (together with the surrender and delivery of one Class B Share) is redeemable for the same amount and
same type of property, securities or cash (or combination thereof) that one Class A Share becomes exchangeable for or converted
into as a result of the Reclassification Event, and (ii) PubCo or the successor to PubCo, as applicable, is obligated to deliver
such property, securities or cash upon such redemption. PubCo shall not consummate or agree to consummate any Reclassification Event
unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement.


 


Section 6.7     Certain
Costs and Expenses. The Company shall (i) pay, or cause to be paid, all costs, fees, operating expenses and other expenses
of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the
compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise
related to, the activities of the Company and (ii) reimburse the Managing Member for any costs, fees or expenses incurred by it
in connection with serving as the Managing Member. To the extent that the Managing Member
determines that such expenses are related to the business and affairs of the Managing Member that are conducted through the Company or
its Subsidiaries (including expenses that relate to the business and affairs of the Company or its Subsidiaries and that also relate
to other activities of any member of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all expenses
of the PubCo Holdings Group; provided that the Company shall not pay or bear any income tax obligations of any member of the PubCo
Holdings Group or any obligations of any member of the PubCo Holdings Group pursuant to the Business Combination TRA or any Post-Business
Combination TRA. If (i) Equity Securities of PubCo are sold to underwriters in any Public Offering at a price per share that is
lower than the price per share for which such Equity Securities of PubCo are sold to the public in such Public Offering after taking
into account any Discounts and (ii) the proceeds from such Public Offering are not used to fund the Cash Election Amount for any
redeemed Units but are instead contributed to the Company, the Company shall reimburse the applicable member of the PubCo Holdings Group
for such Discount by treating such Discount as an additional Capital Contribution made by such member of the PubCo Holdings Group to
the Company in respect of Equity Securities pursuant to Section 3.1(e), and increasing the Capital Account of such member
of the PubCo Holdings Group by the amount of such Discount. Any payments made to or on behalf of any member of the PubCo Holdings Group
pursuant to this Section 6.7 shall not be treated as a distribution pursuant to Section 5.1(a) but shall
instead be treated as an expense of the Company. 


 



    30


     


    

 


Article VII


 


ROLE OF MEMBERS


 


Section 7.1           
Rights or Powers.


 


	 	(a)	Other than the Managing Member, the Members,
                                  acting in their capacity as Members, shall not have any right or power to take part in the management
                                  or control of the Company or its business and affairs or to act for or bind the Company in any way.
                                  Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in
                                  this Agreement and, to the extent not inconsistent with this Agreement, in the Act. A Member, any Affiliate
                                  thereof or an employee, stockholder, agent, director or officer of a Member or any Affiliate thereof,
                                  may also be an employee or be retained as an agent of the Company. The existence of these relationships
                                  and acting in such capacities will not result in the Member (other than the Managing Member) being
                                  deemed to be participating in the control of the business of the Company or otherwise affect the limited
                                  liability of the Member. Except as specifically provided herein, a Member (other than the Managing
                                  Member) shall not, in its capacity as a Member, take part in the operation, management or control of
                                  the Company’s business, transact any business in the Company’s name or have the power to
                                  sign documents for or otherwise bind the Company.
	 	 	 
		(b)	The Company shall promptly (but in any
                                            event within 3 Business Days) notify the Members in writing if, to the Company's knowledge,
                                            for any reason, it would be an “investment company” within the meaning of the
                                            Investment Company Act, but for the exceptions provided in Section 3(c)(1) or 3(c)(7)
                                            thereunder.



 


Section 7.2           
Voting.


 


	 	(a)	Meetings
                                            of the Members may be called upon the written request of the Managing Member or Members holding
                                            at least 50% of the outstanding Units. Such request shall state the location of the meeting
                                            and the nature of the business to be transacted at the meeting. Written notice of any such
                                            meeting shall be given to all Members not less than 2 Business Days and not more than 30
                                            days prior to the date of such meeting. Members may vote in person, by proxy or by telephone
                                            at any meeting of the Members and may waive advance notice of such meeting. Whenever the
                                            vote or consent of Members is permitted or required under this Agreement, such vote or consent
                                            may be given at a meeting of the Members or may be given in accordance with the procedure
                                            prescribed in this Section 7.2. Except as otherwise expressly provided in this
                                            Agreement, the affirmative vote of the Members holding a majority of the outstanding Units
                                            shall constitute the act of the Members.

	 	 	 
		(b)	Each Member may authorize any Person or
                                            Persons to act for it by proxy on all matters in which such Member is entitled to participate,
                                            including waiving notice of any meeting, or voting or participating at a meeting. Every proxy
                                            must be signed by such Member or its attorney-in-fact. No proxy shall be valid after the
                                            expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every
                                            proxy shall be revocable at the pleasure of the Member executing it.



 


		(c)	Each meeting of Members shall be conducted
                                            by the Managing Member or such individual Person as the Managing Member deems appropriate.



 


		(d)	Any action required or permitted to be
                                            taken by the Members may be taken without a meeting if the requisite Members whose approval
                                            is necessary consent thereto in writing.



 


Section 7.3           
Various Capacities. The Members acknowledge and agree that the Members or their Affiliates will from time to time
act in various capacities, including as a Member and as the Company Representative.


 


Section 7.4           Investment
Opportunities.


 


	 	(a)	To the fullest extent permitted by applicable Law, the doctrine of corporate opportunity, or any analogous
  doctrine, shall not apply to any Member, any of their respective Affiliates (other than the Company, the Managing Member or any of
  their respective Subsidiaries), or any of their respective officers, directors, agents, shareholders, members, and partners (each,
  a “Business Opportunities Exempt Party”). The Company renounces any interest or expectancy of the Company
  in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Business
  Opportunities Exempt Party. No Business Opportunities Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement
  or other matter that may be an opportunity for the Company or any of its subsidiaries shall have any duty to communicate or offer such
  opportunity to the Company. No amendment or repeal of this Section 7.4 shall apply to or have any effect on the liability or
  alleged liability of any Business Opportunities Exempt Party for or with respect to any opportunities of which any such Business Opportunities
  Exempt Party becomes aware prior to such amendment or repeal. Any Person purchasing or otherwise acquiring any interest in any Units
  shall be deemed to have notice of and consented to the provisions of this Section 7.4. Neither the alteration, amendment or
  repeal of this Section 7.4, nor the adoption of any provision of this Agreement inconsistent with this Section 7.4, shall
  eliminate or reduce the effect of this Section 7.4 in respect of any business opportunity first identified or any other matter
  occurring, or any cause of action, suit or claim that, but for this Section 7.4, would accrue or arise, prior to such alteration,
  amendment, repeal or adoption.



 


 






    31


     


    

 


Article
VIII



TRANSFERS OF INTERESTS


 


Section 8.1           
Restrictions on Transfer.


 


	 	(a)	Except as provided in Section 3.6 or this Article VIII, no Member
                           shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent,
                           which consent shall be granted or withheld in the Managing Member’s sole discretion. If all or any portion
                           of a Member’s Interests are Transferred in violation of this Section 8.1(a), involuntarily, by
                           operation of law or otherwise, then without limiting any other rights and remedies available to the other
                           parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not
                           be admitted to the Company as a Member or be entitled to any rights as a Member hereunder, and the Transferor
                           will continue to be bound by all obligations hereunder. Any attempted or purported Transfer of all or a portion
                           of a Member’s Interests in violation of this Section 8.1(a) shall be null and void and of no
                           force or effect whatsoever. The restrictions on Transfer contained in this Article VIII shall not apply
                           to the Transfer of any capital stock of PubCo or the Managing Member; except that in no circumstance may Class
                           B Shares be Transferred unless a corresponding number of Units are Transferred to the same Person and in no
                           circumstance may Units may be Transferred unless a corresponding number of Class B Shares are also Transferred
                           to the same Person.
	 	 	 
		(b)	In addition to any other restrictions
                                            on Transfer herein contained, in no event may any Transfer or assignment of Equity Securities
                                            in the Company by any Member be made (i) to any Person who lacks the legal right, power or
                                            capacity to own Equity Securities in the Company; (ii) if the Managing Member reasonably
                                            determines such Transfer (A) would be considered to be effected on or through an “established
                                            securities market” or a “secondary market or the substantial equivalent thereof,”
                                            as such terms are used in Treasury Regulations Section 1.7704-1, (B) would result in
                                            the Company having more than one hundred (100) partners, within the meaning of Treasury Regulations
                                            Section 1.7704-1(h)(1)(ii) (determined taking into account the rules of Treasury Regulations
                                            Section 1.7704-1(h)(3)), or (C) would cause the Company to be treated as a “publicly
                                            traded partnership” within the meaning of Section 7704 of the Code or a successor
                                            provision or otherwise become taxable as a corporation under the Code; (iii) if such Transfer
                                            would cause the Company to become, with respect to any employee benefit plan subject to Title
                                            I of ERISA, a “party-in-interest” (as defined in Section 3 (14) of ERISA)
                                            or a “disqualified person” (as defined in Section 4975(e)(2) of the Code);
                                            (iv) if such Transfer would, in the opinion of counsel to the Company, cause any portion
                                            of the assets of the Company to constitute assets of any employee benefit plan pursuant to
                                            the Plan Asset Regulations or otherwise cause the Company to be subject to regulation under
                                            ERISA; (v) if such Transfer requires the registration of any Equity Securities issued upon
                                            any exchange of any Equity Securities, pursuant to any applicable U.S. federal or state securities
                                            Laws; or (vi) if such Transfer subjects the Company to regulation under the Investment Company
                                            Act or the Investment Advisors Act of 1940, each as amended (or any succeeding law). Any
                                            attempted or purported Transfer of all or a portion of a Member’s Interests in violation
                                            of this Section 8.1(b) shall be null and void and of no force or effect whatsoever.



 


		(c)	Notwithstanding the provisions in Section
                                            8.1(a), but subject to the other provisions in this Article VIII, EVgo Holdings
                                            and its Affiliates may Transfer all or a portion of their Equity Securities in the Company
                                            to any Permitted Transferee or their respective members or holders of Equity Securities without
                                            the consent of any other Member or Person.



 


		(d)	A Member making a Transfer (including
                                            a deemed Transfer for U.S. federal income tax purposes as described in Section 3.6(g))
                                            permitted by this Agreement shall, unless otherwise determined by the Managing Member, (i)
                                            at least 10 Business Days before such Transfer, have delivered to the Company and the Transferee
                                            an affidavit of non-foreign status with respect to such Transferor that satisfies the requirements
                                            of Section 1446(f)(2) of the Code or other documentation establishing a valid exemption from
                                            withholding pursuant to Section 1446(f) of the Code or (ii) contemporaneously with such Transfer,
                                            properly withhold and remit to the Internal Revenue Service the amount of tax required to
                                            be withheld upon the Transfer by Section 1446(f) of the Code (and provide evidence to the
                                            Company of such withholding and remittance promptly thereafter).



 






    32


     


    

 


Section 8.2     Notice
of Transfer. Other than in connection with Transfers made pursuant to Section 3.6, each Member shall, no later than
3 Business Days following any Transfer of Equity Securities in the Company, give written notice to the Company of such Transfer. Each
such notice shall describe the manner and circumstances of the Transfer.


 


Section 8.3     Transferee
Members. A Transferee of Equity Securities in the Company pursuant to this Article VIII shall have the right to become
a Member only if (a) the requirements of this Article VIII are met, (b) such Transferee executes an instrument
reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions of this Agreement and assuming all of
the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (c) such Transferee represents
that the Transfer was made in accordance with all applicable securities Laws and such other customary representations as determined by
the Managing Member, (d) the Transferor or Transferee shall have reimbursed the Company for all reasonable expenses (including attorneys’
fees and expenses) of any Transfer or proposed Transfer of all or a portion of a Member’s Interest, whether or not consummated,
and (d) if such Transferee or his or her spouse is a resident of a community property jurisdiction, then such Transferee’s
spouse shall also execute an instrument reasonably satisfactory to the Managing Member agreeing to be bound by the terms and provisions
of this Agreement to the extent of his or her community property or quasi-community property interest, if any, in such Member’s
Interest. Unless agreed to in writing by the Managing Member, the admission of a Member shall not result in the release of the Transferor
from any Liability that the Transferor may have to each remaining Member or to the Company under this Agreement or any other Contract
between the Managing Member, the Company or any of its Subsidiaries, on the one hand, and such Transferor or any of its Affiliates, on
the other hand. Written notice of the admission of a Member shall be sent promptly by the Company to each remaining Member.


 


Section 8.4     Legend.
Each certificate representing a Unit, if any, will be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933.


 


THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.


 


THE TRANSFER AND VOTING OF THESE SECURITIES
IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EVGO OPCO, LLC DATED AS OF
July 1, 2021 AMONG THE MEMBERS LISTED THEREIN, AS IT MAY BE AMENDED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME, AND NO TRANSFER OF THESE
SECURITIES WILL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST
BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER OF SUCH SECURITIES.”


 






    33


     


    

 


Article
IX



ACCOUNTING; Certain tax matters


 


Section 9.1           
Books of Account. The Company shall, and shall cause each Subsidiary of the Company to, maintain true books and
records of account in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting
established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals and reserves as shall
be required under GAAP.


 


Section 9.2            Tax
Elections.


 


	 	(a)	The Company and any eligible Subsidiary
                                            of the Company (i) shall make an election (or continue a previously made election) pursuant
                                            to Section 754 of the Code (and any similar provisions of applicable U.S. state or local
                                            law) for the taxable year of the Company that includes the date hereof and shall not thereafter
                                            revoke such election and (ii) shall use commercially reasonable efforts to ensure that any
                                            entity in which the Company holds a direct or indirect interest that is treated as a partnership
                                            for U.S. federal income tax purposes that does not meet the definition of “Subsidiary”
                                            herein, will have in effect an election pursuant to Section 754 of the Code (and under any
                                            similar provisions of applicable U.S. state or local law). In addition, the Company shall
                                            make the following elections on the appropriate forms or tax returns, if permitted under
                                            the Code or applicable Law:



 


		(i)	to adopt the calendar year as the Company’s
                                            Fiscal Year;



 


		(ii)	to adopt the accrual method of accounting
                                            for U.S. federal income tax purposes;



 


		(iii)	to elect to amortize the organizational
                                            expenses of the Company as permitted by Section 709(b) of the Code;



 


		(iv)	except where the Managing Member elects
                                            to apply Section 9.5(e), to make an election under Section 6226(a) of the Code, commonly
                                            known as the “push out” election, or any analogous election under state or local
                                            tax law, if applicable; and



 


		(v)	except as otherwise provided herein, any
                                            other election the Managing Member may in Good Faith deem appropriate .



 


		(b)	Upon request of the Managing Member, each
                                            Member shall cooperate in Good Faith with the Company in connection with the Company’s
                                            efforts to make any election pursuant to this Section 9.2.



 



    34


     


    

 


Section 9.3     Tax
Returns; Information. The Managing Member shall arrange for the preparation and timely filing of all income and other tax and
informational returns of the Company. The Managing Member shall furnish to each Member a copy of each approved return and statement,
together with any schedules (including Internal Revenue Service Schedule K-1) or other information that a Member may require in connection
with such Member’s own tax affairs as soon as practicable. The Company shall also (a) provide each Member with an estimate
of its share of the Company’s taxable income for each Fiscal Year by December 31 of such Fiscal Year, including an estimate
of state and local apportionment information, (b) cause an estimated Internal Revenue Service Schedule K-1 or any successor form
to be prepared and delivered to the Members within 90 days after the end of each Fiscal Year, including any appropriate state and local
apportionment information, and (c) deliver or cause to be delivered to the Members a final Internal Revenue Service Schedule K-1,
including any appropriate state and local apportionment information, as soon as practicable, but in any event, at least 45 days prior
the due date for such return (including any extensions). Each Member agrees to (a) take all actions reasonably requested by the
Company or the Company Representative to comply with the Partnership Tax Audit Rules, including where applicable, filing amended returns
as provided in Sections 6225 or 6226 of the Code and providing confirmation thereof to the Company Representative and (b) furnish
to the Company (i) all reasonably requested certificates or statements relating to the tax matters of the Company (including an
affidavit of non-foreign status pursuant to Section 1446(f)(2) of the Code), and (ii) all pertinent information in its
possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be prepared
and timely filed.


 


Section 9.4     Company
Representative. The Managing Member is specially authorized and appointed to act as the Company Representative and in any similar
capacity under state or local Law. The Company Representative shall designate a “designated individual” in accordance with
Treasury Regulations Section 301.6223-1(b)(3). The Company and the Members (including any Member designated as the Company Representative
prior to the date hereof) shall cooperate fully with each other and shall use reasonable best efforts to cause the Managing Member (or
any other Person subsequently designated) to become the Company Representative with respect to any taxable period of the Company with
respect to which the statute of limitations has not yet expired, including (as applicable) by filing certifications pursuant to Treasury
Regulations Section 301.6231(a)(7)-1(d). In acting as Company Representative, the Managing Member shall act, to the maximum extent
possible, to cause income, gain, loss, deduction, and credit of the Company, and adjustments thereto, to be allocated or borne by the
Members in the same manner as such items or adjustments would have been borne if the Company could have effectively made an election
under Section 6221(b) of the Code (commonly known as the “election out”) or similar state or local provision with
respect to the taxable period at issue. The Company Representative may retain, at the Company’s expense, such outside counsel,
accountants and other professional consultants as it may reasonably deem necessary in the course of fulfilling its obligations as Company
Representative.


 


Section 9.5     Withholding
Tax Payments and Obligations.


 


	 	(a)	Withholding Tax Payments. Each of the Company and its Subsidiaries may withhold
                           from distributions, allocations or portions thereof if it is required to do so by any applicable Law, and
                           each Member hereby authorizes the Company and its Subsidiaries to withhold or pay on behalf of or with respect
                           to such Member, any amount of U.S. federal, state or local or non-U.S. taxes that the Managing Member determines,
                           in Good Faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to
                           any amount distributable or allocable to such Member pursuant to this Agreement.
	 	 	 
		(b)	Allocation of Tax Payments. To
                                            the extent that any tax is paid by (or withheld from amounts payable to) the Company or any
                                            of its Subsidiaries and the Managing Member determines, in Good Faith, that such tax (including
                                            any Company Level Tax) specifically relates to one or more particular Members, such tax shall
                                            be treated as an amount of tax withheld or paid with respect to such Member pursuant to this
                                            Section 9.5. Any determinations made by the Managing Member pursuant to this Section
                                            9.5 shall be binding on the Members.



 






    35


     


    

 


		(c)	Tax Contribution and Indemnity Obligation.
                                            Any amounts withheld or paid with respect to a Member pursuant to Section 9.5(a) or
                                            Section 9.5(b) (other than the payment of Company Level Taxes) shall be offset against
                                            any distributions to which such Member is entitled concurrently with such withholding or
                                            payment (a “Tax Offset”); provided that the amount of any
                                            distribution subject to a Tax Offset shall be treated as having been distributed to such
                                            Member pursuant to Section 5.1 or Section 10.2(b)(iii) at the time such Tax
                                            Offset is made. To the extent that (i) the amount of such Tax Offset exceeds the distributions
                                            to which such Member is entitled concurrently with such withholding or payment (an “Excess
                                            Tax Amount”), or (ii) there is a payment of Company Level Taxes relating to
                                            a Member, the amount of such (A) Excess Tax Amount or (B) Company Level Taxes, as applicable,
                                            shall, upon notification to such Member by the Managing Member, give rise to an obligation
                                            of such Member to make a capital contribution to the Company (a “Tax Contribution
                                            Obligation”), which Tax Contribution Obligation shall be immediately due and
                                            payable. If a Member defaults with respect to its Tax Contribution Obligation, the Company
                                            shall be entitled to offset the amount of a Member’s Tax Contribution Obligation against
                                            distributions to which such Member would otherwise be subsequently entitled until the full
                                            amount of such Tax Contribution Obligation has been contributed to the Company or has been
                                            recovered through offset against distributions and, any such offset shall be treated as distributed
                                            to such Member pursuant to Section 5.1 or Section 10.2(b), as applicable, at
                                            the time such offset is made for purposes of this Agreement. To the extent the Managing Member
                                            determines it is appropriate for purposes of properly maintaining Capital Accounts, (x) any
                                            payment by a Member with respect to such Member’s Tax Contribution Obligation shall
                                            increase such Member’s Capital Account, but shall not reduce the amount (if any) that
                                            a Member is otherwise obligated to contribute to the Company, and (y) any recovery of such
                                            Tax Reimbursement Obligation through an offset against distributions to such Member shall
                                            not reduce such Member’s Capital Account by the amount of such offset. Each Member
                                            hereby unconditionally and irrevocably grants to the Company a security interest in such
                                            Member’s Units to secure such Member’s obligation to pay the Company any amounts
                                            required to be paid pursuant to this Section 9.5. Each Member shall take such actions
                                            as the Company may reasonably request in order to perfect or enforce the security interest
                                            created hereunder. Each Member hereby agrees to indemnify and hold harmless the Company,
                                            the other Members, the Company Representative and the Managing Member from and against any
                                            liability (including any liability for Company Level Taxes) with respect to income attributable
                                            to or distributions or other payments to such Member.



 


		(d)	Continued Obligations of Former Members.
                                            Any Person who ceases to be a Member shall be deemed to be a Member solely for purposes of
                                            this Section 9.5, and the obligations of a Member pursuant to this Section 9.5
                                            shall survive until 30 days after the closing of the applicable statute of limitations
                                            on assessment with respect to the taxes withheld or paid by the Company or a Subsidiary that
                                            relate to the period during which such Person was actually a Member. If the Managing Member
                                            determines in its sole discretion that seeking indemnification for Company Level Taxes from
                                            a former Member is not practicable, or that seeking such indemnification failed, then, in
                                            either case, the Managing Member may (i) recover any liability for Company Level Taxes from
                                            the substituted Member that acquired directly or indirectly the applicable interest in the
                                            Company from such former Member or (ii) treat such liability for Company Level Taxes as a
                                            Company expense.



 





		(e)	Managing Member Discretion Regarding
                                            Recovery of Taxes. Notwithstanding the foregoing, the Managing Member may choose not
                                            to recover an amount of Company Level Taxes or other taxes withheld or paid with respect
                                            to a Member under this Section 9.5 to the extent that there are no distributions to
                                            which such Member is entitled that may be offset by such amounts if the Managing Member determines,
                                            in its reasonable discretion, that such a decision would be in the best interests of the
                                            Members (e.g., where the cost of recovering the amount of taxes withheld or paid with respect
                                            to such Member is not justified in light of the amount that may be recovered from such Member).



 






    36


     


    

 


Article
X



DISSOLUTION AND TERMINATION


 


Section 10.1       
Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur of
the following (each, a “Liquidating Event”):


 


	 	(a)	the sale of all or substantially all of the assets of the Company; and
	 	 	 
		(b)	the determination of the Managing Member
                                            to dissolve, wind up, and liquidate the Company.



 


The Members hereby agree that the Company shall
not dissolve prior to the occurrence of a Liquidating Event and that no Member shall seek a dissolution of the Company, under Section 18-802
of the Act or otherwise, other than based on the matters set forth in subsections (a) and (b) above. If it is determined
by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Members hereby
agree to continue the business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section
10.1(b), the relative economic rights of each class of Units immediately prior to such dissolution shall be preserved to the greatest
extent practicable with respect to distributions made to Members pursuant to Section 10.2 in connection with such dissolution,
taking into consideration tax and other legal constraints that may adversely affect one or more parties to such dissolution and subject
to compliance with applicable Laws and regulations, unless, with respect to any class of Units, holders of a majority of the Units of
such class consent in writing to a treatment other than as described above.


 


Section 10.2       
Procedure.


 


	 	(a)	In the event of the dissolution of the Company for any reason, the Managing
                           Member or such other Person as is designated by the Managing Member (“Winding-Up Member”)
                           shall commence to wind up the affairs of the Company and, subject to Section 10.3(a), such Winding-Up
                           Member shall have full right and unlimited discretion to determine in Good Faith the time, manner and terms
                           of any sale or sales of the Property or other assets pursuant to such liquidation, having due regard to the
                           activity and condition of the relevant market and general financial and economic conditions. The Members shall
                           continue to share profits, losses and distributions during the period of liquidation in the same manner and
                           proportion as though the Company had not dissolved. The Company shall engage in no further business except
                           as may be necessary, in the reasonable discretion of the Managing Member or the Winding-Up Member, as applicable,
                           to preserve the value of the Company’s assets during the period of dissolution and liquidation.
	 	 	 
		(b)	Following the payment of all expenses
                                            of liquidation and the allocation of all Profits and Losses as provided in Article IV,
                                            the proceeds of the liquidation and any other funds of the Company shall be distributed in
                                            the following order of priority:



 


		(i)	first, to the payment and discharge of all
                                            of the Company’s debts and Liabilities to creditors (whether third parties or Members),
                                            in the order of priority as provided by Law, except any obligations to the Members in respect
                                            of their Capital Accounts;



 


		(ii)	second, to set up such cash reserves which
                                            the Managing Member reasonably deems necessary for contingent or unforeseen Liabilities or
                                            future payments described in Section 10.2(b)(i) (which reserves when they become unnecessary
                                            shall be distributed in accordance with the provisions of subsection (iii) below);
                                            and



 


		(iii)	third, the balance to the Members, pro
                                            rata in accordance with the number of Units owned by each Member.



 


		(c)	Except as provided in Section 10.3(a),
                                            no Member shall have any right to demand or receive property other than cash upon dissolution
                                            and termination of the Company.



 


		(d)	Upon the completion of the liquidation
                                            of the Company and the distribution of all Company funds, the Company shall terminate and
                                            the Managing Member or the Winding-Up Member, as the case may be, shall have the authority
                                            to execute and record a certificate of cancellation of the Company, as well as any and all
                                            other documents required to effectuate the dissolution and termination of the Company.



 






    37


     


    

 


Section 10.3       
Rights of Members.


 


	 	(a)	Each Member irrevocably waives any right that it may have to maintain an action
                           for partition with respect to the property of the Company.
	 	 	 
		(b)	Except as otherwise provided in this Agreement,
                                            (i) each Member shall look solely to the assets of the Company for the return of its Capital
                                            Contributions and (ii) no Member shall have priority over any other Member as to the return
                                            of its Capital Contributions, distributions or allocations.



 


Section 10.4     Notices
of Dissolution. If a Liquidating Event occurs or an event occurs that would, but for the provisions of Section 10.1,
result in a dissolution of the Company, the Company shall, within 30 days thereafter, (a) provide written notice thereof to each
of the Members and to all other parties with whom the Company regularly conducts business (as determined in the discretion of the Managing
Member), and (b) comply, in a timely manner, with all filing and notice requirements under the Act or any other applicable Law.


 


Section 10.5     Reasonable
Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company
and the liquidation of its assets in order to minimize any losses that might otherwise result from such winding up.


 


Section 10.6     No
Deficit Restoration. No Member shall be personally liable for a deficit Capital Account balance of that Member, it being expressly
understood that the distribution of liquidation proceeds shall be made solely from existing Company assets.


 


Article XI


 


GENERAL


 


Section 11.1       
Amendments; Waivers.


 


	 	(a)	The terms and provisions of this Agreement
may only be waived, modified or amended (including by means of merger, consolidation or other business combination to which the Company
is a party) with the approval of (y) the Managing Member and (z) if at such time the Members (other than any member of the PubCo Holdings
Group) beneficially own, in the aggregate, more than 10% of the then-outstanding Units, the holders of at least 66 2/3% of the outstanding
Units held by Members other than the PubCo Holdings Group; provided that no waiver, modification or amendment shall be effective
until at least 5 Business Days after written notice is provided to the Members that the requisite consent has been obtained for such
waiver, modification or amendment, and any Member, including any Member not providing written consent, shall have the right to file a
Redemption Notice prior to the effectiveness of such waiver, modification or amendment; provided further, that no amendment to
this Agreement may: 





 


		(i)	modify the limited liability of any Member,
                                            or increase the liabilities or obligations of any Member, in each case, without the consent
                                            of each such affected Member; or



 


		(ii)	materially alter or change any rights,
                                            preferences or privileges of any Interests in a manner that is different or prejudicial (or
                                            would have a different or prejudicial effect) relative to any other Interests, without the
                                            approval of a majority in interest of the Members holding the Interests affected in such
                                            a different or prejudicial manner



 


		(b)	Notwithstanding the provisions of Section
                                            11.1(a), the Managing Member, acting alone, may amend this Agreement or update the books
                                            and records of the Company (i) to reflect the admission of new Members, Transfers of Interests,
                                            the issuance of additional Equity Securities, as provided by the terms of this Agreement,
                                            and, subject to Section 11.1(a), subdivisions or combinations of Units made in compliance
                                            with Section 3.1(g), (ii) to the minimum extent necessary to comply with or administer
                                            in an equitable manner the Partnership Tax Audit Rules in any manner determined by the Managing
                                            Member, and (iii) as necessary to avoid the Company being classified as a “publicly
                                            traded partnership” within the meaning of Section 7704(b) of the Code.



 


		(c)	No waiver of any provision or default
                                            under, nor consent to any exception to, the terms of this Agreement or any agreement contemplated
                                            hereby shall be effective unless in writing and signed by the party to be bound and then
                                            only to the specific purpose, extent and instance so provided.



 


		(d)	Notwithstanding anything to the contrary
                                            in this Agreement, the Company shall not consummate a merger, consolidation or other combination
                                            without the consent of the holders of a majority of the Units not held by the PubCo Holdings
                                            Group.



 






    38


     


    

 


Section 11.2       
Further Assurances. Each party hereto agrees that it will from time to time, upon the reasonable request of another
party, execute such documents and instruments and take such further action as may be required to accomplish the purposes of this Agreement.


 


Section 11.3       
Successors and Assigns. All of the terms and provisions of this Agreement shall be binding upon the parties and their respective
successors and assigns, but shall inure to the benefit of and be enforceable by the successors and assigns of any Member only to the
extent that they are permitted successors and assigns pursuant to the terms hereof. No party hereto may assign its rights hereunder except
as herein expressly permitted.


 


Section 11.4       
Certain Representations by Members. Each Member (or, if such Member is disregarded for U.S. federal income tax purposes,
such Member’s regarded owner for such purposes), by executing this Agreement and becoming a Member, whether by making a Capital
Contribution, by admission in connection with a permitted Transfer, or otherwise, represents and warrants to the Company and the Managing
Member, as of the date of its admission as a Member and at all times it remains a Member, that such Member is either (a) not a partnership,
grantor trust, or a Subchapter S corporation for U.S. federal income tax purposes (e.g., an individual or a Subchapter C corporation),
or (b) is a partnership, grantor trust, or a Subchapter S corporation for U.S. federal income tax purposes, but (i) permitting the Company
to satisfy the 100-partner limitation set forth in Treasury Regulations Section 1.7704-1(h)(1)(ii) is not a principal purpose of any
beneficial owner of such Member in investing in the Company through such Member, (ii) such Member was formed for business purposes prior
to or in connection with the investment by such Member in the Company or for estate planning purposes, and (iii) no beneficial owner
of such Member has a redemption or similar right with respect to such Member that is intended to correlate to such Member’s right
to Redemption pursuant to Section 3.6.


 


Section 11.5       
Entire Agreement. This Agreement, together with all Exhibits and Schedules hereto and all other agreements referenced therein
and herein, including the Business Combination Agreement, Business Combination TRA, and the Registration Rights Agreement, constitute
the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or
other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein and therein.


 


Section 11.6       
Rights of Members Independent. The rights available to the Members under this Agreement and at Law shall be deemed to be
several and not dependent on each other and each such right accordingly shall be construed as complete in itself and not by reference
to any other such right. Any one or more or any combination of such rights may be exercised by a Member or the Company from time to time
and no such exercise shall exhaust the rights or preclude another Member from exercising any one or more of such rights or combination
thereof from time to time thereafter or simultaneously.


 


Section 11.7       
Governing Law. This Agreement, the legal relations between the parties and any Action, whether contractual or non-contractual,
instituted by any party with respect to matters arising under or growing out of or in connection with or in respect of this Agreement
shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed in
such State and without regard to conflicts of law doctrines, except to the extent that certain matters are preempted by federal Law or
are governed as a matter of controlling Law by the Law of the jurisdiction of organization of the respective parties.


 


Section 11.8       Jurisdiction
and Venue. The parties hereto hereby agree and consent to be subject to the jurisdiction of any federal court of the District
of Delaware or the Delaware Court of Chancery over any action, suit or proceeding (a “Legal Action”) arising out of
or in connection with this Agreement. The parties hereto irrevocably waive the defense of an inconvenient forum to the maintenance of
any such Legal Action. Each of the parties hereto further irrevocably consents to the service of process out of any of the aforementioned
courts in any such Legal Action by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address set
forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing in this
Section 11.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.


 


Section 11.9       
Headings. The descriptive headings of the Articles, Sections and subsections of this Agreement are for convenience only
and do not constitute a part of this Agreement.


 


Section 11.10      Counterparts.
This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant hereto may be executed in one or
more counterparts and by different parties in separate counterparts. All of such counterparts shall constitute one and the same agreement
(or other document) and shall become effective (unless otherwise provided therein) when one or more counterparts have been signed by
each party and delivered to the other party.


 


Section 11.11     Notices.
Any notice or other communication hereunder must be given in writing and (a) delivered in person, (b) transmitted by facsimile, by telecommunications
mechanism or electronically, or (c) mailed by certified or registered mail, postage prepaid, receipt requested as follows: If to the
Company or the Managing Member, addressed to it at:


 






    39


     


    

 


EVGO OPCO, LLC


11835 West Olympic Boulevard


Los Angeles, California 90064


Attention: Francine Sullivan


Email: francine.sullivan@evgo.com


 


With copies (which shall not constitute notice) to:


 


EVgo Inc.


11835 West Olympic Boulevard


Los Angeles, California 90064


Attention: Chief Legal Officer and General Counsel


Email: francine.sullivan@evgo.com


 


or to such other address or to such other Person
as either party shall have last designated by such notice to the other parties. Each such notice or other communication shall be effective
(i) if given by telecommunication or electronically, when transmitted to the applicable number or electronic mail address so specified
in (or pursuant to) this Section 11.11 and an appropriate answerback is received or, if transmitted after 4:00 p.m. local time
on a Business Day in the jurisdiction to which such notice is sent or at any time on a day that is not a Business Day in the jurisdiction
to which such notice is sent, then on the immediately following Business Day, (ii) if given by mail, on the first Business Day in the
jurisdiction to which such notice is sent following the date 3 days after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid or (iii) if given by any other means, on the Business Day when actually received at such address
or, if not received on a Business Day, on the Business Day immediately following such actual receipt.


 


Section 11.12   
Representation By Counsel; Interpretation. The parties acknowledge that each party to this Agreement has been represented
by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law, or any
legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived.


 


Section 11.13    
Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any Governmental
Entity, the remaining provisions of this Agreement, to the extent permitted by Law shall remain in full force and effect; provided
that the essential terms and conditions of this Agreement for all parties remain valid, binding and enforceable.


 


Section 11.14    
Expenses. Except as otherwise provided in this Agreement, each party shall bear its own expenses in connection with the
transactions contemplated by this Agreement.


 


Section 11.15    
Waiver of Jury Trial. EACH OF THE COMPANY, THE MEMBERS, THE MANAGING MEMBER AND ANY INDEMNITEES SEEKING REMEDIES HEREUNDER
HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.


 


Section 11.16    
No Third Party Beneficiaries. Except as expressly provided in Section 6.2 and Section 10.2(b), nothing in
this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors
and permitted assigns, any rights or remedies under this Agreement or otherwise create any third party beneficiary hereto.


 


[Signatures on Next Page]


 



    40


     


    

 


IN WITNESS WHEREOF,
each of the parties hereto has caused this Amended and Restated Limited Liability Company Agreement to be executed as of the date first
above written.


 


	 	COMPANY:
	 
	 	EVGO OPCO, LLC




 


	 	By: EVgo Holdings, LLC, its sole member
	 	 
	 	By:	/s/
    David Nanus
	 	Name: David Nanus
	 	Title: EVP




 


Signature
Page to


Amended
and Restated Limited Liability Company Agreement of


EVGO
OPCO, LLC


 



     


     


    

 


	 	PUBCO:
	 	 
	 	CLIMATE CHANGE CRISIS REAL IMPACT I
	 	ACQUISITION CORPORATION
	 	 
	 	By:	/s/ John A. Cavalier
	 	Name:	John A. Cavalier
	 	Title:	Chief Financial Officer
	 




 


Signature
Page to


Amended
and Restated Limited Liability Company Agreement of


EVGO
OPCO, LLC



 






     


     


    

 


	 	MEMBER:
	 
	 	EVGO HOLDINGS, LLC
	 	 
	 	By:	/s/ David Nanus
	 	Name:	David Nanus
	 	Title:	EVP
	 




 


Signature
Page to


Amended
and Restated Limited Liability Company Agreement of


EVGO
OPCO, LLC



 






     


     


    

 


	 	MANAGING MEMBER:
	 	 
	 	CRIS THUNDER MERGER LLC
	 	 
	 	By: Climate Change Crisis Real Impact I
	 	Acquisition Corporation, its sole member
	 	 
	 	By:	/s/ John A. Cavalier
	 	Name:	John A. Cavalier
	 	Title:	Chief Financial Officer




 


Signature
Page to


Amended
and Restated Limited Liability Company Agreement of


EVGO
OPCO, LLC



 



     


     


    

 


Exhibit
A


 


	Member	 	Number of Units Owned	 
	CRIS Thunder Merger LLC	 	 	68,736,770	 
	EVgo Holdings, LLC	 	 	195,800,000	 
	Total	 	 	264,536,770	 



 


Exhibit A
to


Amended
and Restated Limited Liability Company Agreement of


EVGO
OPCO, LLC