Exhibit 10.8


 


TAX RECEIVABLE
AGREEMENT


 


by and among


 


Climate
Change Crisis Real Impact I Acquisition Corporation,


 


CRIS THUNDER
MERGER LLC,


 


CERTAIN OTHER
PERSONS NAMED HEREIN,


 


and


 


Agent


  


DATED AS OF
July 1, 2021


 



    


     


    




 


TAX RECEIVABLE AGREEMENT


 


This TAX RECEIVABLE AGREEMENT
(this “Agreement”), dated as of July 1, 2021, is hereby entered into by and among Climate Change Crisis Real Impact
I Acquisition Corporation, a Delaware corporation (the “Corporate Taxpayer”), CRIS Thunder Merger LLC, a Delaware limited
liability company and wholly owned Subsidiary of the Corporate Taxpayer (“Corporate Taxpayer Sub”), the TRA Holders
and the Agent.


 


RECITALS


 


WHEREAS, Corporate Taxpayer
Sub is the managing member of EVGO OPCO, LLC, a Delaware limited liability company and an entity classified as a partnership for U.S.
federal income Tax purposes (“OpCo LLC”), and holds, directly or indirectly, limited liability company interests in
OpCo LLC;


 


WHEREAS, immediately prior
to the transactions contemplated by the BCA, EVgo Holdings, LLC, a Delaware limited liability company (“EVgo Holdings”),
is the sole owner of OpCo LLC, and pursuant to the Business Combination, EVgo Holdings has agreed to directly or indirectly contribute
all of its assets (other than the Units of OpCo LLC) to OpCo LLC in exchange for all of the Units therein;


 


WHEREAS, pursuant to the BCA,
and as more fully described therein, (i) the Corporate Taxpayer has agreed to contribute to Corporate Taxpayer Sub all of its assets,
including but not limited to all of its Available Cash (as defined in the BCA) and Class B Shares, (ii) immediately thereafter, Corporate
Taxpayer Sub has agreed to transfer to EVgo Holdings such Class B Shares and the right to enter into this Agreement (the “BCA
Transactions”), and (iii) immediately thereafter, Corporate Taxpayer Sub has agreed to contribute all of its remaining assets
to OpCo LLC in exchange for Units therein;


 


WHEREAS, OpCo LLC and each
of its direct and indirect Subsidiaries that is treated as a partnership for U.S. federal income Tax purposes will have in effect an election
under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”), for each Taxable Year in which a Redemption
occurs, which election is expected to result, with respect to the Corporate Taxpayer Group, in an adjustment to the Tax basis of the assets
owned by OpCo LLC and such Subsidiaries;


 


WHEREAS, in addition to any
Redemption pursuant to the BCA Transactions, the TRA Holders currently hold (and their permitted transferees may hold) or will hold Units
and may transfer all or a portion of such Units in one or more subsequent Redemptions (as defined herein), and, as a result of such Redemptions,
the Corporate Taxpayer Group is expected to obtain or be entitled to certain Tax benefits as further described herein; and


 


WHEREAS, this Agreement is
intended to set forth the agreement among the parties hereto regarding the sharing of the Tax benefits realized by the Corporate Taxpayer
Group as a result of the Redemptions;


 


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


 






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ARTICLE
I


DEFINITIONS


 


Section
1.1           Definitions. As used
in this Agreement, the terms set forth in this Article I shall have the following meanings.


 


“Accrued Amount”
has the meaning set forth in Section 3.1(b) of this Agreement.


 


“Actual Tax Liability”
means, with respect to any Taxable Year, the actual liability for U.S. federal income Taxes of (i) the Corporate Taxpayer Group, and (ii)
without duplication, OpCo LLC, but only with respect to Taxes imposed on OpCo LLC and allocable to any member of the Corporate Taxpayer
Group; provided that the actual liability for U.S. federal income Taxes of the Corporate Taxpayer Group shall be calculated assuming
deductions of (and other impacts of) state and local income and franchise Taxes are excluded.


 


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


 


“Agent”
means:


 


		(i)	for so long as LS Power or any of its Affiliates is a TRA Holder, and for so long as it is willing to
serve in such capacity, Sponsor Agent, and



 


		(ii)	at any time clause (i) is not applicable, such other Person designated as such pursuant to Section
7.6(b).



 


“Agreed Rate”
means a per annum rate of LIBOR plus 100 basis points.


 


“Agreement”
has the meaning set forth in the preamble to this Agreement.


 


“Amended Schedule”
has the meaning set forth in Section 2.3(b) of this Agreement.


 


“Assumed State and
Local Tax Rate” means, with respect to any Taxable Year, (i) the sum of the following amounts for each state and local jurisdiction
in which OpCo LLC (or any of its direct or indirect subsidiaries that are treated as a partnership or disregarded entity for U.S. federal
income Tax purposes) or the Corporate Taxpayer Group files an income or franchise Tax Return for the relevant Taxable Year: (A) the Corporate
Taxpayer Group’s income and franchise Tax apportionment factor(s) for such applicable state or local jurisdiction, multiplied by
(B) the highest corporate income and franchise Tax rate(s) for such state or local jurisdiction, reduced by (ii) the product of
(A) the highest marginal U.S. federal income Tax rate applicable to the Corporate Taxpayer Group for the relevant Taxable Year (determined
based on the calculation of the Hypothetical Tax Liability for the relevant Taxable Year) and (B) the aggregate rate calculated under
clause (i).


 


“Attributable”
has the meaning set forth in Section 3.1(b) of this Agreement.


 






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“Basis
Adjustment” means any adjustment to the Tax basis of a Reference Asset as a result of a Redemption and the payments made
pursuant to this Agreement with respect to such Redemption (as calculated under Section 2.1 of this Agreement), including,
but not limited to: (i) under Section 1012 of the Code in connection with the BCA Transactions, (ii) under Section 743(b) of the
Code (in situations where, following a Redemption, OpCo LLC remains classified as a partnership for U.S. federal income Tax
purposes); and (iii) under Sections 732(b) and 1012 of the Code (in situations where, as a result of one or more Redemptions,
OpCo LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income Tax purposes). Notwithstanding any
other provision of this Agreement, the amount of any Basis Adjustment resulting from a Redemption of Units shall be determined
without regard to any Section 743(b) adjustment attributable to such Units prior to such Redemption, and, further, payments made
under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed
Interest.


 


“BCA” means
that certain Business Combination Agreement by and among the Corporate Taxpayer, Corporate Taxpayer Sub, OpCo LLC and the other parties
thereto dated as of January 21, 2021.


 


“BCA Transactions”
has the meaning set forth in the Recitals.


 


“Board”
means the board of directors of the Corporate Taxpayer.


 


“Business Combination”
means the business combination between the Corporate Taxpayer and OpCo LLC effected pursuant to the BCA.


 


“Business Day”
means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America
shall not be regarded as a Business Day.


 


“Call Right”
has the meaning set forth in Section 3.6(n) of the OpCo LLC Agreement.


 


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


 


		(i)	any Person (excluding a corporation or other entity owned, directly or indirectly, by the shareholders
of the Corporate Taxpayer in substantially the same proportions as their ownership of stock of the Corporate Taxpayer 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 the Corporate Taxpayer representing more than 50% of the combined voting power
of Corporate Taxpayer’s then outstanding voting securities;



 


		(ii)	there is consummated a merger or consolidation of the Corporate Taxpayer with any other corporation or
other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Corporate Taxpayer
immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined
voting power of the then-outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving
company is a Subsidiary, the ultimate parent thereof; or



 






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



 


“Class A Shares”
means shares of Class A common stock of the Corporate Taxpayer.


 


“Class B Shares”
means shares of Class B common stock of the Corporate Taxpayer.


 


“Code”
has the meaning set forth in the Recitals of this Agreement.


 


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


 


“Corporate Taxpayer”
has the meaning set forth in the preamble to this Agreement.


 


“Corporate Taxpayer
Group” means (a) the Corporate Taxpayer and any Subsidiary of the Corporate Taxpayer, other than OpCo LLC and any Subsidiary
of OpCo LLC, whether or not the Corporate Taxpayer and such Subsidiary are members of any affiliated or consolidated group of corporations
that files a consolidated income Tax Return pursuant to Section 1501 et seq. of the Code or any corresponding provisions of U.S.
state or local Tax law, and (b) where required by context, any member of such group.


 


“Corporate Taxpayer
Returns” means the U.S. federal income Tax Returns of all members of the Corporate Taxpayer Group (including the U.S. federal
income Tax Returns of any consolidated group of which any member of the Corporate Taxpayer Group is or becomes a member, as further described
in Section 7.12(a) of this Agreement) filed with respect to any Taxable Year.


 


“Cumulative Net Realized
Tax Benefit” for a Taxable Year means the cumulative amount (but not less than zero) of Realized Tax Benefits for all Taxable
Years of the Corporate Taxpayer Group, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments
for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent
Tax Benefit Payment Schedule or Amended Schedule, if any, in existence at the time of such determination.


 


“Default Rate”
means a per annum rate of LIBOR plus 550 basis points.


 


“Determination”
has the meaning ascribed to such term in Section 1313(a) of the Code or any other event (including the execution of IRS Form 870-AD) that
finally and conclusively establishes the amount of any liability for Tax.


 


“Dispute”
has the meaning set forth in Section 7.9(a) of this Agreement.


 






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“Early Termination”
has the meaning set forth in Section 4.1 of this Agreement.


 


“Early Termination
Date” means the date of an Early Termination Notice, or the date on which the Early Termination Notice is deemed to have been
delivered pursuant to Section 4.2 or Section 4.3, for purposes of determining the Early Termination Payment.


 


“Early Termination
Effective Date” has the meaning set forth in Section 4.4 of this Agreement.


 


“Early Termination
Notice” has the meaning set forth in Section 4.4 of this Agreement.


 


“Early Termination
Payment” has the meaning set forth in Section 4.5(b) of this Agreement.


 


“Early Termination
Schedule” has the meaning set forth in Section 4.4 of this Agreement.


 


“EVgo Holdings”
has the meaning set forth in the Recitals of this Agreement.


 


“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).


 


“Expert”
means a nationally recognized expert in the particular area of disagreement that is mutually acceptable to the Corporate Taxpayer Group
and the Agent.


 


“Hypothetical Tax
Liability” means, with respect to any Taxable Year, the liability for U.S. federal income Taxes of (i) the Corporate Taxpayer
Group, and (ii) without duplication, OpCo LLC, but in the case of clause (ii), only with respect to Taxes imposed on OpCo LLC and
allocable to any member of the Corporate Taxpayer Group (using the same methods, elections, conventions, U.S. federal income Tax rate
and similar practices used on the relevant Corporate Taxpayer Return), but, in each case, without taking into account (A) any Basis
Adjustments, (B) any deduction attributable to Imputed Interest for the Taxable Year, and (C) any Post-Business Combination TRA Benefits.
For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any
U.S. federal income Tax item (or portions thereof) that is attributable to any Basis Adjustments, Imputed Interest, or any Post-Business
Combination TRA Benefits. Furthermore, the Hypothetical Tax Liability shall be calculated assuming deductions of (and other impacts of)
state and local income and franchise Taxes are excluded.


 


“Imputed Interest”
means any interest imputed under Section 1272, 1274 or 483 or other provision of the Code, and the principles of any similar provisions
of state or local law, with respect to the Corporate Taxpayer Group’s payment obligations under this Agreement.


 


“IRS” means
the U.S. Internal Revenue Service.


 






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“LIBOR”
means during any period, an interest rate per annum equal to the one-year LIBOR rate reported, on the date two (2) calendar days
prior to the first day of such period, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as
reported on Reuters Screen page “LIBOR01” or by any other publicly available source of such market rate) for London
interbank offered rates for United States dollar deposits for such period. Notwithstanding the foregoing sentence: (i) if the
Corporate Taxpayer reasonably determines, in good faith consultation with the Agent, on or prior to the relevant date of
determination that the relevant London interbank offered rate for U.S. dollar deposits has been discontinued or such rate has ceased
to be published permanently or indefinitely, then “LIBOR” for the relevant interest period shall be deemed to refer to a
substitute or successor rate that the Corporate Taxpayer reasonably determines, in good faith consultation with the Agent, after
consulting an investment bank of national standing in the United States and other reasonable sources, to be (a) the
industry-accepted successor rate to the relevant London interbank offered rate for U.S. dollar deposits or (b) if no such
industry-accepted successor rate exists, the most comparable substitute or successor rate to the relevant London interbank offered
rate for U.S. dollar deposits; and (ii) if the Corporate Taxpayer has determined a substitute or successor rate in accordance with
the foregoing, the Corporate Taxpayer may reasonably determine, in good faith consultation with the Agent, after consulting an
investment bank of national standing in the United States and other reasonable sources, any relevant methodology for calculating
such substitute or successor rate, including any adjustment factor it reasonably determines, in good faith consultation with the
Agent, is needed to make such substitute or successor rate comparable to the relevant London interbank offered rate for U.S. dollar
deposits, in a manner that is consistent with industry-accepted practices for such substitute or successor rate. In the event that
the Agent disagrees with any determination by the Corporate Taxpayer set forth in this paragraph, and such disagreement is not
resolved within thirty (30) days of submission by the Agent of notice of such disagreement to the Corporate Taxpayer, such
disagreement shall be deemed a “Reconciliation Dispute,” and shall be subject to the Reconciliation Procedures set forth
in Section 7.10 hereof.


 


“LS Power”
means LS Power Equity Advisors, LLC.


 


“Majority TRA Holders”
means, at the time of any determination, TRA Holders who would be entitled to receive more than fifty percent (50%) of the aggregate amount
of the Early Termination Payments payable to all TRA Holders hereunder (determined using such calculations of Early Termination Payments
reasonably estimated by the Corporate Taxpayer Group) if the Corporate Taxpayer Group had exercised its right of Early Termination on
such date.


 


“Market Value”
means the closing price of the Class A Shares on the applicable Redemption Date on the national securities exchange or interdealer quotation
system on which such Class A Shares are then traded or listed, as reported by Bloomberg L.P.; provided, that if the closing price
is not reported by Bloomberg L.P. for the applicable Redemption Date, then the Market Value means the closing price of the Class A Shares
on the Business Day immediately preceding such Redemption Date on the national securities exchange or interdealer quotation system on
which such Class A Shares are then traded or listed, as reported by Bloomberg L.P.; provided, further that if the Class A Shares
are not then listed on a national securities exchange or interdealer quotation system, “Market Value” means the cash consideration
paid for Class A Shares, or the fair market value of the other property delivered for Class A Shares, as determined by the Board in good
faith.


 


“Material Objection
Notice” has the meaning set forth in Section 4.4 of this Agreement.


 


“Net Tax Benefit”
has the meaning set forth in Section 3.1(b) of this Agreement.


 


“Objection Notice”
has the meaning set forth in Section 2.3(a) of this Agreement.


 


“OpCo LLC”
has the meaning set forth in the Recitals of this Agreement.


 


“OpCo LLC Agreement”
means the Amended and Restated Limited Liability Company Agreement of OpCo LLC dated July 1, 2021, as amended from time to time.


 






    7


     


    

 


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


 


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


 


“Post-Business Combination
TRA” means any tax receivable agreement (or comparable agreement) entered into by any member of the Corporate Taxpayer Group
pursuant to which any member of the Corporate Taxpayer Group is obligated to pay over amounts with respect to Tax benefits resulting from
any increases in Tax basis, net operating losses or other Tax attributes to which any member of the Corporate Taxpayer Group becomes entitled
as a result of a transaction (other than any Redemption) after the date of this Agreement.


 


“Post-Business Combination
TRA Benefits” means any Tax benefits resulting from increases in Tax basis, net operating losses or other Tax attributes with
respect to which any member of the Corporate Taxpayer Group is obligated to make payments under a Post-Business Combination TRA.


 


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


 


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


 


“Reconciliation Dispute”
has the meaning set forth in Section 7.10 of this Agreement.


 


“Reconciliation Procedures”
means the procedures described in Section 7.10 of this Agreement.


 


“Redemption”
means any transfer (or deemed transfer or other transaction affecting adjusted Tax basis for U.S. federal income Tax purposes) in
respect of any Units or Reference Assets resulting from (i) any of the BCA Transactions or (ii) a transfer by a TRA Holder, or by a
permitted transferee of such TRA Holder (pursuant to the OpCo LLC Agreement), to OpCo LLC or to the Corporate Taxpayer Group
pursuant to the Redemption Right or the Call Right, as applicable.


 






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“Redemption Date”
means each date on which a Redemption occurs.


 


“Redemption Notice”
has the meaning given to the term “Redemption Notice” in the OpCo LLC Agreement.


 


“Redemption Right”
means the redemption right of holders of Units set forth in Section 3.6(a) of the OpCo LLC Agreement.


 


“Reference Asset”
means, with respect to any Redemption, an asset (other than cash or a cash equivalent) that is held or acquired by OpCo LLC (or any of
its direct or indirect subsidiaries that is treated as a partnership or disregarded entity for U.S. federal income Tax purposes, but only
to the extent such subsidiaries are not held through any entity treated as a corporation for U.S. federal income Tax purposes) at the
time of such Redemption. A Reference Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42)
of the Code with respect to a Reference Asset.


 


“Resolution of Disputes
Procedures” means the procedures described in Section 7.9 of this Agreement.


 


“Schedule”
means any of the following: (i) a Tax Attribute Schedule, (ii) a Tax Benefit Payment Schedule, (iii) the Early Termination
Schedule or (iv) an Amended Schedule.


 


“Senior Obligations”
has the meaning set forth in Section 5.1 of this Agreement.


 


“Sponsor Agent”
means LS Power Equity Advisors, LLC or such other Person designated as such by LS Power.


 


“State and Local
Tax Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability;
provided that, for purposes of determining the State and Local Tax Benefit, each of the Hypothetical Tax Liability and the Actual
Tax Liability shall be calculated using the Assumed State and Local Tax Rate instead of the rate applicable for U.S. federal income Tax
purposes.


 


“State and Local
Tax Detriment” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability;
provided that, for purposes of determining the State and Local Tax Detriment, each of the Actual Tax Liability and the Hypothetical
Tax Liability shall be calculated using the Assumed State and Local Tax Rate instead of the rate applicable for U.S. federal income Tax
purposes.


 


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


 


“Tax Attribute Schedule”
has the meaning set forth in Section 2.1 of this Agreement.


 


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


 






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“Tax Benefit Payment
Schedule” has the meaning set forth in Section 2.2 of this Agreement.


 


“Tax Proceeding”
has the meaning set forth in Section 6.1 of this Agreement.


 


“Tax Receivable Agreements”
means this Agreement and any Post-Business Combination TRA.


 


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


 


“Taxable Year”
means a taxable year of the Corporate Taxpayer Group as defined in Section 441(b) of the Code (which, for the avoidance of doubt, may
include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the date of the Business Combination.


 


“Taxes”
means any and all U.S. federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net
income or profits, including franchise taxes, and any interest, penalties or additions thereto.


 


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


 


“TRA Holder”
means each of those Persons set forth on Schedule A and their respective successors and permitted assigns pursuant to Section
7.6(a).


 


“Transferor”
has the meaning set forth in Section 7.12(b) of this Agreement.


 


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


 


“Units”
has the meaning set forth in the OpCo LLC Agreement.


 


“Valuation Assumptions”
means, as of an Early Termination Date, the assumptions that:


 


(i)                 in
each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer Group will have taxable income sufficient
to fully utilize the deductions arising from all Basis Adjustments (assuming, to the extent applicable, in calculating such
deductions that the election under Section 168(k)(7) of the Code is made with respect to any actual or deemed Basis Adjustment
arising from a Redemption made in the Taxable Year that includes the Early Termination Date or deemed to be made on the Early
Termination Date pursuant to clause (v) of this definition), and Imputed Interest during such Taxable Year or future Taxable Years
(including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments
that would be paid in accordance with the Valuation Assumptions, further assuming such future Tax Benefit Payments would be paid on
the due date, without extensions, for filing the Corporate Taxpayer Return for the applicable Taxable Year) in which such deductions
would become available;


 






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(ii)             
any loss or credit carryovers generated by deductions or losses arising from any Basis Adjustment or Imputed Interest (including
such Basis Adjustment or Imputed Interest generated as a result of payments under this Agreement) that are available in the Taxable Year
that includes the Early Termination Date will be utilized by the Corporate Taxpayer Group ratably in each Taxable Year over the five Taxable
Years beginning with the Taxable Year that includes the Early Termination Date (provided that, in any year that the Corporate Taxpayer
Group is prevented from fully utilizing net operating losses pursuant to Section 382 of the Code, or any successor provision, the amount
utilized for purposes of this provision shall not exceed the amount that would otherwise be utilizable under Section 382 of the Code,
or any successor provision);


 


(iii)           
the U.S. federal, state and local income and franchise Tax rates that will be in effect for each Taxable Year ending on or after
such Early Termination Date will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination
Date except to the extent any change to such Tax rates for such Taxable Year have already been enacted into law;


 


(iv)            
any Reference Asset that is not subject to amortization, depreciation or other cost recovery deduction to which any Basis Adjustment
is attributable will be disposed of in a fully taxable transaction for U.S. federal income Tax purposes on the fifth anniversary of the
Early Termination Date for an amount sufficient to fully utilize the Basis Adjustment with respect to such Reference Asset; provided,
that in the event of a Change of Control which includes a taxable sale of such Reference Asset (including the sale of all of the equity
interests in an entity classified as a partnership or disregarded entity that directly or indirectly owns such Reference Asset), such
Reference Asset shall be deemed disposed of at the time of the Change of Control; and


 


(v)              
if, at the Early Termination Date, there are Units that have not been transferred in a Redemption, then all Units shall be deemed
to be transferred pursuant to the Redemption Right effective on the Early Termination Date.


 


Section
1.2           Other Definitional
and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of
like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless
otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of
this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined
therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the
plural, and any plural term the singular. Whenever the words “include,” “includes” or
 “including” are used in this Agreement, they shall be deemed to be followed by the words “without
limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,”
 “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic
media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or
supplemented from time to time in accordance with the terms thereof. References to any Person include the successors and permitted
assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and
including, respectively.


 






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ARTICLE
II

DETERMINATION OF CERTAIN REALIZED TAX BENEFITS


 


Section
2.1           Tax Attribute Schedules.
Within ninety (90) calendar days after the filing of the relevant Corporate Taxpayer Return for each Taxable Year, the Corporate Taxpayer
shall deliver to each Agent a schedule (the “Tax Attribute Schedule”) that shows, in reasonable detail necessary to
perform the calculations required by this Agreement, including with respect to each applicable TRA Holder, (i) the Basis Adjustments
with respect to the Reference Assets as a result of the Redemptions effected by or attributable to such TRA Holder in such Taxable Year
and (ii) the period (or periods) over which such Basis Adjustments are amortizable and/or depreciable.


 


Section
2.2           Tax Benefit Payment Schedules.


 


(a)             
Within ninety (90) calendar days after the filing of a Corporate Taxpayer Return for any Taxable Year in which there is a Realized
Tax Benefit or Realized Tax Detriment, a member of the Corporate Taxpayer Group shall deliver to each Agent: (i) a schedule showing,
in reasonable detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment with respect to such Corporate Taxpayer
Return for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable to each TRA Holder, (C) the
Accrued Amount with respect to any such Net Tax Benefit that is Attributable to such TRA Holder, (D) the Tax Benefit Payment due
to each such TRA Holder, and (E) the portion of such Tax Benefit Payment that the Corporate Taxpayer Group intends to treat as Imputed
Interest (a “Tax Benefit Payment Schedule”), (ii) a reasonably detailed calculation of the Hypothetical Tax Liability,
(iii) a reasonably detailed calculation of the Actual Tax Liability, (iv) a copy of such Corporate Taxpayer Return for such
Taxable Year, and (v) any other work papers reasonably requested by any Agent. In addition, the Corporate Taxpayer Group shall allow
each Agent reasonable access at no cost to its appropriate representatives in connection with a review of such Tax Benefit Payment Schedule.
The Tax Benefit Payment Schedule will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b)
(subject to the procedures set forth in Section 2.3(b)).


 


(b)              For
purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryovers or carrybacks of any
U.S. federal income Tax item attributable to the Basis Adjustments, Imputed Interest or any Post-Business Combination TRA Benefits
shall be considered to be subject to the rules of the Code and the Treasury Regulations, as applicable, governing the use,
limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any U.S. federal income
Tax item includes a portion that is attributable to the Basis Adjustment, Imputed Interest or any Post-Business Combination TRA
Benefits and another portion that is not so attributable, such respective portions shall be considered to be used in accordance with
the “with and without” methodology. The parties agree that (i) any payment under this Agreement attributable to
Basis Adjustments (to the extent permitted by law and other than amounts accounted for as Imputed Interest) will be treated as a
subsequent upward adjustment to the purchase price of the relevant Units and will have the effect of creating additional Basis
Adjustments to Reference Assets for the Corporate Taxpayer Group in the year of payment, and (ii) as a result, such additional
Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.


 






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Section
2.3           Procedure; Amendments.


 


(a)             
An applicable Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days from the first
date on which all Agents have received the applicable Schedule or amendment thereto unless (i) any Agent, within thirty (30) calendar
days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer and each other Agent with notice of
a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) each Agent provides a written
waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment
thereto becomes binding on the date waivers from all Agents have been received by the Corporate Taxpayer. If the Corporate Taxpayer and
the Agents, for any reason, are unable to successfully resolve the issues raised in an Objection Notice within thirty (30) calendar days
after receipt by the Corporate Taxpayer of such Objection Notice, the Corporate Taxpayer and the Agents shall employ the Reconciliation
Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable.


 


(b)             
The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection
with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt
of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Agents, (iii) to comply
with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or
Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year,
(v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Corporate
Taxpayer Return filed for such Taxable Year or (vi) to adjust a Tax Attribute Schedule to take into account payments made pursuant
to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule
to each Agent within sixty (60) calendar days of the occurrence of an event referenced in clauses (i) through (v) of the preceding sentence
and an Amended Schedule referenced in clause (vi) of the preceding sentence to each Agent in connection with the due date for delivery
of the Tax Attribute Schedule for the following year. For the avoidance of doubt, in the event a Schedule is amended after such Schedule
becomes final pursuant to Section 2.3(a), the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment
in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized
Tax Benefit for the Taxable Year in which the amendment actually occurs.


 


Section
2.4           Section 754
Election. The Corporate Taxpayer shall cause OpCo LLC to (i) ensure that, on and after the date hereof and continuing throughout
the term of this Agreement, OpCo LLC and any of its eligible Subsidiaries 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) and (ii) use commercially reasonable efforts to
ensure that, on and after the date hereof and continuing throughout the term of this Agreement, any entity in which OpCo LLC 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).


 






    13


     


    

 


ARTICLE
III

TAX BENEFIT PAYMENTS


 


Section
3.1           Payments.


 


(a)             
Within five (5) Business Days after a Tax Benefit Payment Schedule delivered to the Agents becomes final in accordance with Section
2.3(a), the applicable member of the Corporate Taxpayer Group shall pay to each TRA Holder the Tax Benefit Payment in respect of such
TRA Holder determined pursuant to Section 3.1(b) for such Taxable Year. Each such payment shall be made by check, by wire transfer
of immediately available funds to the bank account previously designated by the TRA Holder to the applicable member of the Corporate Taxpayer
Group, or as otherwise agreed by such member of the Corporate Taxpayer Group and the TRA Holder. For the avoidance of doubt, no Tax Benefit
Payment shall be made in respect of estimated Tax payments, including, U.S. federal or state estimated income Tax payments.


 


(b)             
A “Tax Benefit Payment” in respect of a TRA Holder for a Taxable Year means an amount, not less than zero, equal
to the sum of the portion of the Net Tax Benefit Attributable to such TRA Holder and the Accrued Amount with respect thereto. The “Net
Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit
as of the end of such Taxable Year over the sum of (i) the total amount of payments previously made under this Section 3.1
(excluding payments attributable to Accrued Amounts) and (ii) the total amount of Tax Benefit Payments previously made under the
corresponding provision of any Post-Business Combination TRA; provided, for the avoidance of doubt, that no TRA Holder shall be
required to return any portion of any previously made Tax Benefit Payment. Subject to Section 3.3, the portion of the Net Tax Benefit
for a Taxable Year that is “Attributable” to a TRA Holder is the portion of such Net Tax Benefit that is derived from
(i) any Basis Adjustment that was attributable, at the time of the relevant Redemption (determined without regard to any dilutive or antidilutive
effect of any contribution to or distribution from OpCo after the date of an applicable Redemption), to the Units acquired or deemed acquired
by a member of the Corporate Taxpayer Group in a Redemption undertaken by or with respect to such TRA Holder or (ii) any Imputed Interest
with respect to Tax Benefit Payments made to such TRA Holder. The “Accrued Amount” with respect to any portion of a
Net Tax Benefit shall equal an amount determined in the same manner as interest on such portion of the Net Tax Benefit for a Taxable Year
calculated at the Agreed Rate from the due date (without extensions) for filing the Corporate Taxpayer Return for such Taxable Year until
the Payment Date. For the avoidance of doubt, for Tax purposes, the Accrued Amount shall not be treated as interest but shall instead
be treated as additional consideration for the acquisition of Units in a Redemption, unless otherwise required by law.


 


(c)              Notwithstanding
any provision of this Agreement to the contrary, unless a TRA Holder elects for the provisions of this Section 3.1(c) not to
apply to any Redemption, by notifying the Corporate Taxpayer Group in writing on or before the due date for providing the Redemption
Notice with respect to such Redemption, the aggregate Tax Benefit Payments to be made to such TRA Holder, with respect to the
related Redemption shall be limited to (i) 50%, or such other percentage such TRA Holder elects to apply by notifying the Corporate
Taxpayer Group in writing on or before the due date for providing the Redemption Notice with respect to such Redemption, of (ii) the
amount equal to the sum of (A) any cash, excluding any Tax Benefit Payments, received by such TRA Holder in such Redemption and (B)
the aggregate Market Value of the Class A Shares received by such TRA Holder in such Redemption, provided, for the avoidance of
doubt, that such amount shall not include any Imputed Interest with respect to such Redemption. An election made by a TRA Holder
pursuant to this Section 3.1(c) may not be revoked.


 






    14


     


    

 


Section
3.2           No Duplicative Payments.
It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required
under the Tax Receivable Agreements. It is also intended that the provisions of the Tax Receivable Agreements will result in 85% of the
Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, being paid to the Persons to whom payments are due pursuant to the
Tax Receivable Agreements. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental
results.


 


 Section 3.3           Pro Rata Payments; Coordination of Benefits with Other Tax Receivable Agreements.




 


(a)             
Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate amount of the Corporate Taxpayer
Group’s Tax benefit subject to the Tax Receivable Agreements is limited in a particular Taxable Year because the Corporate Taxpayer
Group does not have sufficient taxable income in such Taxable Year to fully utilize available deductions and other attributes:


 


(i)    
the limitation on the Tax benefit for the Corporate Taxpayer Group shall first be allocated among the Tax Receivable Agreements
as follows: (A) first among any Post-Business Combination TRAs (and then among all Persons eligible for payments thereunder in the manner
set forth in such Post-Business Combination TRAs) and (B) then, to the extent of any remaining limitation on the Tax benefit for the Corporate
Taxpayer Group after the application of clause (A), to this Agreement (and then among all TRA Holders as set forth in Section 3.3(a)(ii)
below) (for the avoidance of doubt, for purposes of this Section 3.3(a)(i), it is intended that in calculating the Corporate Taxpayer
Group’s Tax benefit subject to the Tax Receivable Agreements, any available taxable income of the Corporate Taxpayer Group be first
allocated to this Agreement and any remaining available taxable income will then be allocated to any Post-Business Combination TRA); and


 


(ii)  if
any part of the limitation on the Tax benefit is allocated to this Agreement, such allocated limitation shall be further allocated
among all TRA Holders in proportion to the respective portion of the Net Tax Benefit that would have been Attributable to each such
TRA Holder in such Taxable Year under this Agreement if the Corporate Taxpayer Group had sufficient taxable income in such Taxable
Year so that there was no such limitation; provided that if any portion of the Net Tax Benefit for such Taxable Year results
from the carryback of a loss or other Tax item to such Taxable Year from a later Taxable Year (for the avoidance of doubt,
carrybacks of losses and other Tax items from more than one later Taxable Year shall be used in the order prescribed in the
applicable rules of the Code and the Treasury Regulations), no part of the limitation shall be allocated to the Tax benefits set
forth on the Schedule prior to its amendment to reflect the carryback and any limitation shall instead be applied to the Tax
benefits carried back and such limitation shall be further allocated among all TRA Holders in proportion to the respective portion
of the Net Tax Benefit that would have been Attributable to each such TRA Holder in the Taxable Year in which such carried back
losses or other Tax items arose under this Agreement if the Corporate Taxpayer Group had sufficient taxable income in such Taxable
Year so that there was no such limitation.


 






    15


     


    

 


(b)             
After taking into account Section 3.3(a), if for any reason the Corporate Taxpayer Group does not fully satisfy its payment
obligations to make all Tax Benefit Payments due under the Tax Receivable Agreements in respect of a particular Taxable Year, then (i)
the Corporate Taxpayer Group will pay the same proportion of each Tax Benefit Payment due to each Person to whom a payment is due under
this Agreement (provided that, no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect
of prior Taxable Years have been made in full), and (ii) after fulfilling the obligations set forth in clause (i) of this Section
3.3(b), the Corporate Taxpayer Group will then pay all amounts due under any Post-Business Combination TRA in respect of such Taxable
Year (provided that, no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of
prior Taxable Years have been made in full).


 


(c)             
To the extent the Corporate Taxpayer Group makes a payment to a TRA Holder in respect of a particular Taxable Year under Section
3.1(a) of this Agreement (taking into account Section 3.3(a) and Section 3.3(b), but excluding payments attributable
to Accrued Amounts) in an amount in excess of the amount of such payment that should have been made to such TRA Holder in respect of such
Taxable Year, then (i) such TRA Holder shall not receive further payments under Section 3.1(a) until such TRA Holder has foregone
an amount of payments equal to such excess and (ii) the Corporate Taxpayer Group will pay the amount of such TRA Holder’s foregone
payments to the other Persons to whom a payment is due under the Tax Receivable Agreements in a manner such that each such Person to whom
a payment is due under the Tax Receivable Agreements, to the maximum extent possible, receives aggregate payments under Section 3.1(a)
or the comparable section of the other Tax Receivable Agreement(s), as applicable (in each case, taking into account Section 3.3(a)
and Section 3.3(b) or the comparable section of the other Tax Receivable Agreement(s), but excluding payments attributable to Accrued
Amounts) in the amount it would have received if there had been no excess payment to such TRA Holder.


 


ARTICLE
IV

TERMINATION


 


Section
4.1           Early Termination at Election
of the Corporate Taxpayer. The Corporate Taxpayer Group may terminate this Agreement at any time by paying to each TRA Holder the
Early Termination Payment due to such TRA Holder pursuant to Section 4.5(b) (such termination, an “Early Termination”);
provided that the Corporate Taxpayer Group may withdraw any notice of exercise of its termination rights under this Section
4.1 prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the
Corporate Taxpayer Group, the Corporate Taxpayer Group shall not have any further payment obligations under this Agreement, other than
for any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice and, except to the extent included
in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to,with or including the Early Termination
Date. Upon payment of all amounts provided for in this Section 4.1, this Agreement shall terminate.


 


Section
4.2           Early Termination upon
Change of Control. In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall
be calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control and shall include, but
not be limited to the following: (a) payment of the Early Termination Payment calculated as if an Early Termination Notice had been delivered
on the effective date of a Change of Control, (b) payment of any Tax Benefit Payment previously due and payable but unpaid as of the Early
Termination Notice, and (c) except to the extent included in the Early Termination Payment or if included as a payment under clause (b)
of this Section 4.2, payment of any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the effective
date of a Change of Control. In the event of a Change of Control, the Early Termination Payment shall be calculated utilizing the Valuation
Assumptions and by substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination
Date”.


 






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Section
4.3           Breach of Agreement.


 


(a)             
In the event that the Corporate Taxpayer Group breaches any of its material obligations under this Agreement, whether as a result
of failure to make any payment within three (3) months of the date when due, as a result of failure to honor any other material obligation
required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the United States Bankruptcy
Code or otherwise, then if the Majority TRA Holders so elect, such breach shall be treated as an Early Termination. Upon such election,
all obligations hereunder shall be accelerated and shall be immediately due and payable, and such obligations shall be calculated as if
an Early Termination Notice had been delivered on the date of such breach and shall include, but shall not be limited to, (i) payment
of the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of a breach, (ii) payment
of any Tax Benefit Payment previously due and payable but unpaid as of the date of the breach, and (iii) except to the extent included
in the Early Termination Payment or if included as a payment under clause (ii) of this Section 4.3(a), any Tax Benefit Payment
due for any Taxable Year ending prior to, with or including the date of the breach. Notwithstanding the foregoing, in the event that the
Corporate Taxpayer Group breaches this Agreement, if the Majority TRA Holders do not elect to treat such breach as an Early Termination
pursuant to this Section 4.3(a), the TRA Holders shall be entitled to seek specific performance of the terms hereof.


 


(b)              The
parties agree that the failure of the Corporate Taxpayer Group to make any payment due pursuant to this Agreement within three (3)
months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes
of this Agreement, and that it shall not be considered to be a breach of a material obligation under this Agreement to make a
payment due pursuant to this Agreement within three (3) months of the date such payment is due. Notwithstanding anything in this
Agreement to the contrary, except in the case of an Early Termination Payment or any payment treated as an Early Termination
Payment, it shall not be a breach of this Agreement if the Corporate Taxpayer Group fails to make any Tax Benefit Payment when due
to the extent that the Corporate Taxpayer Group has insufficient funds available to make, or to the extent that the Corporate
Taxpayer Group is contractually constrained from making, such payment in the Corporate Taxpayer Group’s sole judgment
exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless
the Corporate Taxpayer Group does not have sufficient cash to make such payment as a result of limitations imposed by any credit
agreement to which OpCo LLC or any Subsidiary of OpCo LLC is a party, in which case Section 5.2 shall apply, but the Default
Rate shall be replaced by the Agreed Rate); provided further that it shall be a breach of this Agreement, and the provisions
of Section 4.3(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer Group makes
any distribution of cash or other property (other than Class A Shares) to its stockholders while any Tax Benefit Payment is due and
payable but unpaid. The Corporate Taxpayer Group shall use its commercially reasonable efforts to maintain sufficient available
funds for the purpose of making Tax Benefit Payments under this Agreement and shall use its commercially reasonable efforts to avoid
entering into loan agreements that could be reasonably anticipated to materially delay or restrict the timing of any Tax Benefit
Payments payable under this Agreement.


 






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Section
4.4           Early Termination Notice.
If the Corporate Taxpayer Group chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer
Group shall deliver to each Agent notice of such intention to exercise such right (the “Early Termination Notice”).
Upon delivery of the Early Termination Notice or the occurrence of an event described in Section 4.2 or Section 4.3(a),
the Corporate Taxpayer Group shall deliver (i) a schedule showing in reasonable detail the calculation of the Early Termination Payment
(the “Early Termination Schedule”) and (ii) any other work papers related to the calculation of the Early Termination
Payment reasonably requested by any Agent, in each case, as soon as reasonably practicable following
the occurrence of such event or delivery of the Early Termination Notice, as applicable. In addition, the Corporate Taxpayer Group
shall allow each Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Group in connection with
a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on all parties thirty (30)
calendar days from the first date on which all Agents have received such Schedule or amendment thereto unless (x) any Agent, within
thirty (30) calendar days after receiving the Early Termination Schedule, provides the Corporate Taxpayer Group and each other Agent with
notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (y) each Agent
provides a written waiver of such right of a Material Objection Notice within the period described in clause (x) above, in which case
such Schedule becomes binding on the date waivers from all Agents have been received by the Corporate Taxpayer Group (the “Early
Termination Effective Date”). If the Corporate Taxpayer Group and the Agents, for any reason, are unable to successfully resolve
the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer Group of the Material Objection
Notice, the Corporate Taxpayer Group and the Agents shall employ the Reconciliation Procedures under Section 7.10 or Resolution
of Disputes Procedures under Section 7.9, as applicable.


 


Section
4.5           Payment upon Early Termination.


 


(a)             
Subject to its right to withdraw any notice of Early Termination pursuant to Section 4.1, within three (3) Business Days
after the Early Termination Effective Date, the Corporate Taxpayer Group shall pay to each TRA Holder its Early Termination Payment. Each
such payment shall be made by check, by wire transfer of immediately available funds to a bank account or accounts designated by the TRA
Holder, or as otherwise agreed by the Corporate Taxpayer Group and the TRA Holder.


 


(b)             
 A TRA Holder’s “Early Termination Payment” as of the Early Termination Date shall equal, with respect
to each TRA Holder, the present value, discounted at the Agreed Rate as of the Early Termination Date, of all Tax Benefit Payments that
would be required to be paid by the Corporate Taxpayer Group to such TRA Holder beginning from the Early Termination Date and assuming
that the Valuation Assumptions are applied.


 






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ARTICLE
V

SUBORDINATION AND LATE PAYMENTS


 


Section
5.1           Subordination. Notwithstanding
any other provision of this Agreement to the contrary, any Tax Benefit Payment, Early Termination Payment, any payment pursuant to Section
4.2 resulting from a Change of Control or any payment pursuant to Section 5.2 shall rank subordinate and junior in right of
payment to any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed
money of the Corporate Taxpayer Group (such obligations, “Senior Obligations”) and shall rank pari passu with all current
or future unsecured obligations of the Corporate Taxpayer Group that are not Senior Obligations. For the avoidance of doubt, notwithstanding
the above, the determination of whether it is a breach of this Agreement if the Corporate Taxpayer Group fails to make any Tax Benefit
Payment or other payment under this Agreement when due is governed by Section 4.3(b). To the extent that any payment under this
Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of the agreements
governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the TRA Holders and the Corporate Taxpayer
Group shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the
Senior Obligations.


 


Section
5.2           Late Payments by the Corporate
Taxpayer Group. The amount of all or any portion of any Tax Benefit Payment, Early Termination Payment or any other payment under
this Agreement not made to any TRA Holder when due under the terms of this Agreement, whether as a result of Section 5.1 and the
terms of the Senior Obligations or otherwise, shall be payable together with any interest thereon, computed at the Default Rate (or, if
so provided in Section 4.3(b), at the Agreed Rate) and commencing from the date on which such Tax Benefit Payment, Early Termination
Payment or any other payment under this Agreement was due and payable.


 


ARTICLE
VI

NO DISPUTES; CONSISTENCY; COOPERATION


 


Section
6.1           Participation in the
Corporate Taxpayer Group’s and OpCo LLC’s Tax Matters. Except as otherwise provided herein or in the OpCo LLC
Agreement, the Corporate Taxpayer Group shall have full responsibility for, and sole discretion over, all Tax matters concerning the
Corporate Taxpayer Group and OpCo LLC, and any of its Subsidiaries, including preparing, filing or amending any Tax Return and
defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer Group shall
notify each Agent of, and keep each Agent reasonably informed with respect to, the portion of any audit, examination, or any other
administrative or judicial proceeding (a “Tax Proceeding”) of the Corporate Taxpayer Group or OpCo LLC or any of
its Subsidiaries by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the TRA
Holders under this Agreement, and shall provide each Agent with reasonable opportunity to provide information and other input
to the Corporate Taxpayer Group, OpCo LLC or any of its Subsidiaries and their respective advisors concerning the conduct of any
such portion of a Tax Proceeding; provided, however, that the Corporate Taxpayer Group shall not settle or otherwise resolve
any part of a Tax Proceeding described in the previous clause that relates to a Basis Adjustment or the deduction of Imputed
Interest (and, in each case, that is reasonably expected to have a material effect on the TRA Holders’ rights under this
Agreement) without the written consent of the relevant Agent, which consent shall not be unreasonably withheld, conditioned or
delayed; provided further, that the Corporate Taxpayer Group and OpCo LLC shall not be required to take any action, or
refrain from taking any action, that is inconsistent with any provision of the OpCo LLC Agreement.


 






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Section
6.2           Consistency. Unless
there is a Determination to the contrary, the Corporate Taxpayer Group and each of the TRA Holders agree to report, and to cause their
respective Subsidiaries to report, for all purposes, including U.S. federal, state and local Tax purposes and financial reporting purposes,
all Tax-related items (including, the Basis Adjustments and each Tax Benefit Payment), but, for financial reporting purposes, only in
respect of items that are not explicitly characterized as “deemed” or in a similar manner by the terms of this Agreement,
in a manner consistent with the description of any Tax characterization herein (including as set forth in Section 2.2(b) and Section
3.1(b) and any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement, as finally determined
pursuant to Section 2.3). If the Corporate Taxpayer and any TRA Holder, for any reason, are unable to successfully resolve any
disagreement concerning such treatment within thirty (30) calendar days, the Corporate Taxpayer and such TRA Holder shall employ the Reconciliation
Procedures under Section 7.10 or Resolution of Disputes Procedures under Section 7.9, as applicable.


 


Section
6.3           Cooperation. Each TRA
Holder shall (i) furnish to the Corporate Taxpayer Group in a timely manner such information, documents and other materials as the
Corporate Taxpayer Group may reasonably request for purposes of making any determination or computation necessary or appropriate under
this Agreement, preparing any Tax Return or contesting or defending any Tax Proceeding, (ii) make itself available to the Corporate
Taxpayer Group and its representatives to provide explanations of documents and materials and such other information as the Corporate
Taxpayer Group or its representatives may reasonably request in connection with any of the matters described in clause (i) above, and
(iii) reasonably cooperate in connection with any such matter. The Corporate Taxpayer Group shall reimburse each TRA Holder for any
reasonable third-party costs and expenses incurred pursuant to this Section 6.3. The Sponsor Agent shall promptly deliver to LS
Power all material information (including the Tax Attribute Schedule and Tax Benefit Payment Schedule) received by the Sponsor Agent hereunder
in its capacity as an Agent.


 


ARTICLE
VII

MISCELLANEOUS


 


Section
7.1           Notices. All
notices, requests, claims, demands and other communications hereunder shall be sufficient in all respects if given in writing, in
English and by personal delivery (if signed for receipt), by certified or registered United States mail (postage prepaid, return
receipt requested), by a nationally recognized overnight delivery service for next day delivery, transmitted via facsimile
transmission or transmitted via electronic mail (following appropriate confirmation of receipt by return email, including an
automated confirmation of receipt) and shall be deemed to have been made and the receiving party charged with notice, when received
except that if received after 5:00 p.m. (in the recipient’s time zone) on a Business Day or if received on a day that is not a
Business Day, such notice, request or communication will not be effective until the next succeeding Business Day. All notices
hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party
to receive such notice:


 






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If to the Corporate Taxpayer or the
Corporate Taxpayer Group, to:


 


EVgo Inc.


11835 West Olympic Boulevard


Los Angeles, California 90064


Attention: Chief Legal Officer and
General Counsel


Email: francine.sullivan@evgo.com


 


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


 


Vinson & Elkins L.L.P.


1001 Fannin Street


25th Floor, Ste. 2500


Houston, TX 77002


Facsimile: (713) 615-5725


Attention: Ramey Layne; John Kupiec


Email: rlayne@velaw.com; jkupiec@velaw.com


 


If to the Sponsor Agent, to:


 


LS Power Equity Advisors LLC


1700 Broadway, 35th Floor


New York, New York 10019


Attention: General Counsel


Email: jstaikos@lspower.com


 


If to a TRA Holder, other than an Agent,
that is or was a partner in OpCo LLC, to:


 


The address set forth in the records of
OpCo LLC.


 


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


 


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


 


 



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Section 7.3          
Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement, except as expressly provided in Section 3.3.


 


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


 


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


 


Section
7.6           Successors; Assignment.


 


(a)              No
TRA Holder may assign this Agreement to any Person without the prior written consent of the Corporate Taxpayer Group, such consent
not to be unreasonably withheld, conditioned or delayed; provided, however, that (i) to the extent Units are
transferred in accordance with the terms of the OpCo LLC Agreement, the transferring TRA Holder shall have the option to assign to
the transferee of such Units the transferring TRA Holder’s rights under this Agreement with respect to such transferred Units
without the prior written consent of the Corporate Taxpayer Group; (ii) LS Power and any of its Affiliates shall have the right to
assign its rights under this Agreement without the prior written consent of the Corporate Taxpayer Group, and (iii) the right to
receive any and all payments payable or that may become payable to a TRA Holder pursuant to this Agreement that, once a Redemption
has occurred, arise with respect to the Units transferred in such Redemption, may be assigned to any Person or Persons without the
prior written consent of the Corporate Taxpayer Group, provided further, that, in the case of both clause (i) and clause
(ii), such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this
Agreement, in form and substance reasonably satisfactory to the Corporate Taxpayer Group, agreeing to become a “TRA
Holder” for all purposes of this Agreement, and, in the case of clause (iii), any such Person has executed and delivered, or,
in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory
to the Corporate Taxpayer Group, agreeing to be bound by Section 7.13 and acknowledging specifically the terms of Section
7.6(c) and Section 7.11. For the avoidance of doubt, if a TRA Holder transfers Units but does not assign to the
transferee of such Units the rights of such TRA Holder under this Agreement with respect to such transferred Units, such TRA Holder
shall continue to be entitled to receive the Tax Benefit Payments, if any, due hereunder with respect to, including any Tax Benefit
Payments arising in respect of a subsequent Redemption of, such Units.


 






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(b)             
Any Person designated as an Agent, other than the Sponsor Agent, may not be changed without the prior written consent of the Corporate
Taxpayer Group and the Majority TRA Holders (for this purpose, calculated by excluding LS Power and any of its Affiliates).


 


(c)             
Notwithstanding the foregoing provisions of this Section 7.6, no assignee described in Section 7.6(a)(iii) shall
have any rights under this Agreement except for the right to enforce its right to receive payments under this Agreement.


 


(d)             
Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Corporate Taxpayer Group shall cause any direct or indirect successor (whether by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of any member of the Corporate Taxpayer Group, by written agreement,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer Group would
be required to perform if no such succession had taken place.


 


Section
7.7           Amendments. No provision
of this Agreement may be amended unless such amendment is approved in writing by each of the Corporate Taxpayer, the Majority TRA Holders
and, for so long as LS Power or any of its Affiliates holds an interest herein, LS Power; provided, however, that no such amendment
shall be effective if such amendment would have a disproportionate effect on the payments certain TRA Holders will or may receive under
this Agreement unless all such TRA Holders consent in writing to such amendment. No provision of this Agreement may be waived unless such
waiver is in writing and signed by the relevant Agent, in the case of provisions relating to such Agent, or in the case of any other provision,
by the party against whom such waiver is to be effective.


 


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


 


Section
7.9           Resolution of Disputes.


 


(a)              Any
and all disputes which are not governed by Section 7.10, including any ancillary claims of any party, arising out of,
relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this
Agreement (including the validity, scope and enforceability of this Section 7.9 and Section 7.10) (each a
 “Dispute”) shall be governed by this Section 7.9 (the “Resolution of Disputes
Procedures”). The parties hereto shall attempt in good faith to resolve all Disputes by negotiation. If a Dispute between
the parties hereto cannot be resolved in such manner, such Dispute shall be finally settled by arbitration conducted by a single
arbitrator in accordance with the then-existing rules of arbitration of the American Arbitration Association. If the parties to the
Dispute fail to agree on the selection of an arbitrator within ten (10) calendar days of the receipt of the request for arbitration,
the American Arbitration Association shall make the appointment. The arbitrator shall be a lawyer admitted to the practice of law in
a U.S. state, or a nationally recognized expert in the relevant subject matter, and shall conduct the proceedings in the English
language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. In addition to
monetary damages, the arbitrator shall be empowered to award equitable relief, including an injunction and specific performance of
any obligation under this Agreement. The arbitrator is not empowered to award damages in excess of compensatory damages, and each
party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute. The award
shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to
the arbitral tribunal. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of
its assets.


 






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(b)             
Notwithstanding the provisions of Section 7.9(a), the Corporate Taxpayer Group may bring an action or special proceeding
in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in
aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this Section 7.9(b), each Agent
and each TRA Holder (i) expressly consents to the application of Section 7.9(c) to any such action or proceeding, (ii) agrees
that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate
and that remedies at law would be inadequate and (iii) irrevocably appoints the Corporate Taxpayer (or a member of the Corporate
Taxpayer Group) as agent of such party for service of process in connection with any such action or proceeding and agrees that service
of process upon such agent, who shall promptly advise such party in writing of any such service of process, shall be deemed in every respect
effective service of process upon such party in any such action or proceeding.


 


(c)             
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION of any federal court of the District
of Delaware or the Delaware Court of Chancery FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS
OF PARAGRAPH (B) OF THIS Section 7.9 OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN
ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings
include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration,
or to confirm an arbitration award. The parties acknowledge that the fora designated by this Section 7.9(c) have a reasonable relation
to this Agreement, and to the parties’ relationship with one another.


 


(d)             
The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have
to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in
Section 7.9(c) and such parties agree not to plead or claim the same.


 






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Section
7.10       Reconciliation. In the event that any Agent
and the Corporate Taxpayer Group are unable to resolve a disagreement with respect to the calculations required to produce the Schedules
described in Section 2.3, Section 4.4 and Section 6.2 (but not, for the avoidance doubt, with respect to any legal
interpretation with respect to such provisions or Schedules) within the relevant period designated in this Agreement (“Reconciliation
Dispute”), the Reconciliation Dispute shall be submitted for determination to the Expert. The Expert shall be a partner or
principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Group and such Agent agree otherwise,
the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Group
or such Agent or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15)
calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the American
Arbitration Association. The Expert shall resolve (a) any matter relating to the Tax Attribute Schedule or an amendment thereto or the
Early Termination Schedule or an amendment thereto within thirty (30) calendar days, (b) any matter relating to a Tax Benefit Payment
Schedule or an amendment thereto within fifteen (15) calendar days, and (c) any matter related to treatment of any Tax-related item as
contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable
after such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved
before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting
the subject of a disagreement is due, any portion of such payment that is not under dispute shall be paid on the date prescribed by this
Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer Group, subject to adjustment or amendment upon resolution.
The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer
Group except as provided in the next sentence. The Corporate Taxpayer Group and such Agent shall each bear its own costs and expenses
of such proceeding, unless (i) the Expert adopts such Agent’s position (as determined by the Expert), in which case the Corporate
Taxpayer Group shall reimburse such Agent for any reasonable out-of-pocket costs and expenses in such proceeding or (ii) the Expert
adopts the Corporate Taxpayer Group’s position (as determined by the Expert), in which case such Agent shall reimburse the Corporate
Taxpayer Group for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation
Dispute within the meaning of this Section 7.10 shall be decided by the Expert. The Expert shall finally determine any Reconciliation
Dispute and the determinations of the Expert pursuant to this Section 7.10 shall be binding on the Corporate Taxpayer Group, the
Agents, and the TRA Holders and may be entered and enforced in any court having jurisdiction.


 





 


Section
7.11       Withholding. The Corporate Taxpayer Group
and each of its Affiliates shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as
the Corporate Taxpayer Group and each of its Affiliates is required to deduct and withhold with respect to the making of such payment
under the Code or any provision of U.S. federal, state, local or non-U.S. Tax law. To the extent that amounts are so withheld and paid
over to the appropriate Taxing Authority by the Corporate Taxpayer Group and each of its Affiliates, such withheld amounts shall be treated
for all purposes of this Agreement as having been paid to the relevant TRA Holder. In connection with any withholding for Taxes, the Corporate
Taxpayer Group and each of its Affiliates shall make commercially reasonably efforts to (i) minimize or eliminate any withholding Tax
imposed on any amounts payable hereunder to a TRA Holder and (ii) cooperate with any TRA Holder with respect to such TRA Holder’s
efforts to obtain necessary and available information for such TRA Holder to make filings, applications or elections to obtain any exemption,
exclusion, credit or refund associated with taxation (including withholding Tax) on any amounts payable by the Corporate Taxpayer Group
and each of its Affiliates to such TRA Holder.


 






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Section 7.12      
Admission of a member of the Corporate Taxpayer Group into a Consolidated Group; Transfers of Corporate Assets.


 


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


 


(b)             
If the Corporate Taxpayer Group (or any other entity that is obligated to make a Tax Benefit Payment or Early Termination Payment
hereunder), OpCo LLC or any of OpCo LLC’s direct or indirect subsidiaries that is treated as a partnership or disregarded entity
for U.S. federal income Tax purposes (a “Transferor”) directly or indirectly transfers, or is deemed to transfer, directly
or indirectly, for U.S. federal income Tax purposes, one or more Reference Assets to (i) a corporation (or a Person classified as a corporation
for U.S. federal income Tax purposes) with which the Transferor does not file a consolidated Tax Return pursuant to Section 1501 of the
Code or (ii) a corporation (or a Person classified as a corporation for U.S. federal income Tax purposes) in a transaction that is wholly
or partially exempt from Tax, in each case, the Transferor, for purposes of calculating the amount of any Tax Benefit Payment or Early
Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder,
shall be treated as having disposed of such Reference Assets in a fully taxable transaction on the date of such transfer. The consideration
deemed to be received by the Transferor shall be equal to the gross fair market value of the transferred Reference Assets, plus, without
duplication, (i) the amount of debt to which any Reference Asset is subject, in the case of a transfer of an encumbered Reference Asset
or (ii) the amount of debt allocated to any such Reference Asset, in the case of a transfer of a partnership interest. For purposes of
this Section 7.12(b), a transfer of an interest in an entity treated as a partnership for U.S. federal income Tax purposes shall
be treated as a transfer of the Transferor’s share of each of the assets and liabilities of that partnership.


 






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Section
7.13       Confidentiality.


 


(a)             
Each Agent, each TRA Holder and each of such TRA Holder’s assignees acknowledges and agrees that the information of the
Corporate Taxpayer is confidential and, except in the course of performing any duties as necessary for the Corporate Taxpayer Group and
its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such Person shall keep and retain in the
strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer
Group and its Affiliates and successors, concerning OpCo LLC and its Affiliates and successors or the TRA Holders, learned by any Agent
or any TRA Holder heretofore or hereafter; provided that, for the avoidance of doubt, any Agent may reasonably disclose information received
by it in the ordinary course of such Agent’s duties as Agent to the TRA Holders for which it is Agent. This Section 7.13
shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer Group or any of its Affiliates,
becomes public knowledge (except as a result of an act of an Agent or a TRA Holder in violation of this Agreement) or is generally known
to the business community and (ii) the disclosure of information (A) as may be proper in the course of performing such TRA
Holder’s obligations, or monitoring or enforcing such TRA Holder’s rights, under this Agreement, (B) as part of such
TRA Holder’s normal reporting, rating or review procedure (including normal credit rating and pricing process), or in connection
with such TRA Holder’s or such TRA Holder’s Affiliates’ normal fund raising, financing, marketing, informational or
reporting activities, or to such TRA Holder’s (or any of its Affiliates’) or its direct or indirect owners or Affiliates,
auditors, accountants, employees, attorneys or other agents, (C) to any bona fide prospective assignee of such TRA Holder’s
rights under this Agreement, or prospective merger or other business combination partner of such TRA Holder, provided that such
assignee or merger partner agrees to be bound by the provisions of this Section 7.13, (D) as is required to be disclosed
by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or
by law, rule or regulation; provided that any TRA Holder required to make any such disclosure to the extent legally permissible
shall provide the Corporate Taxpayer Group prompt notice of such disclosure, or to regulatory authorities or similar examiners conducting
regulatory reviews or examinations (without any such notice to the Corporate Taxpayer Group), or (E) to the extent necessary for
a TRA Holder or its direct or indirect owners to prepare and file its Tax Returns, to respond to any inquiries regarding such Tax Returns
from any Taxing Authority or to prosecute or defend any Tax Proceeding with respect to such Tax Returns. Notwithstanding anything to
the contrary herein, each Agent (and each employee, representative or other agent of such Agent or its assignees, as applicable) and
each TRA Holder and each of its assignees (and each employee, representative or other agent of such TRA Holder or its assignees, as applicable)
may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the Corporate Taxpayer Group,
OpCo LLC, the Agents, the TRA Holders and their Affiliates, and any of their transactions, and all materials of any kind (including opinions
or other Tax analyses) that are provided to the Agents or any TRA Holder relating to such Tax treatment and Tax structure.


 


(b)             
If an Agent or an assignee or a TRA Holder or an assignee commits a breach, or threatens to commit a breach, of any of the provisions
of this Section 7.13, the Corporate Taxpayer Group shall have the right and remedy to have the provisions of this Section 7.13
specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other
security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer
Group or the TRA Holders and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall
be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.


 


Section
7.14       No More Favorable Terms. No member of the
Corporate Taxpayer Group shall enter into any additional agreement providing rights similar to this Agreement to any Person (including
any agreement pursuant to which the Corporate Taxpayer Group is obligated to pay amounts with respect to Tax benefits resulting from any
increases in Tax basis, net operating losses or other Tax attributes to which the Corporate Taxpayer Group becomes entitled as a result
of a transaction) if such agreement provides terms that are more favorable to the counterparty under such agreement than those provided
to the TRA Holders under this Agreement; provided, however, that the Corporate Taxpayer Group may enter into such an agreement
if this Agreement is amended to make such more favorable terms available to the TRA Holders.


 






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Section 7.15      
Change in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a
TRA Holder reasonably believes that the existence of this Agreement (a) could cause income (other than income arising from receipt of
a payment under this Agreement) recognized by such TRA Holder upon any Redemption that as of the date of this Agreement would be treated
as capital gain to instead be treated as ordinary income or to be otherwise taxed at ordinary income rates for U.S. federal income Tax
purposes or (b) would have other material adverse Tax consequences to such TRA Holder and/or its direct or indirect owners, then, in
either case, at the election of such TRA Holder and to the extent specified by such TRA Holder, but solely with respect to such TRA Holder,
this Agreement (i) shall cease to have further effect, (ii) shall not apply to a Redemption by such TRA Holder occurring after a date
specified by it, or (iii) shall otherwise be amended in a manner determined by such TRA Holder to waive any benefits to which such TRA
Holder would otherwise be entitled under this Agreement, provided that such amendment shall not result in an increase in or acceleration
of payments under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence
of such amendment.


 


Section
7.16       Independent Nature of TRA Holders’ Rights
and Obligations. The rights and obligations of each TRA Holder are independent of the rights and obligations of any other TRA
Holder. Solely by virtue of entering into this Agreement, no TRA Holder shall be responsible for the performance of the obligations of
any other TRA Holder, nor shall any TRA Holder have the right to enforce the rights or obligations of any other TRA Holder. The obligations
of each TRA Holder are solely for the benefit of, and shall be enforceable solely by, the Corporate Taxpayer Group. The decision of each
TRA Holder to enter into this Agreement has been made by such TRA Holder independently of any other TRA Holder, except to the extent such
TRA Holders are Affiliates or are otherwise under common Control. Nothing contained herein or in any other agreement or document delivered
at any closing (other than the OpCo LLC Agreement), and no action taken by any TRA Holder pursuant hereto or thereto, shall be deemed
to constitute the TRA Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that
the TRA Holders are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated
hereby, and the Corporate Taxpayer Group acknowledges that the TRA Holders are not acting in concert or as a group and will not assert
any such claim with respect to such rights or obligations or the transactions contemplated hereby.


 


 


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the Corporate
Taxpayer, Corporate Taxpayer Sub, the Agent, and the TRA Holders have duly executed this Agreement as of the date first written above.


 


	 	corporate taxpayer:
	 	 
	 	CLIMATE CHANGE CRISIS REAL IMPACT I ACQUISITION CORPORATION
	 	 
	 	By:	/s/ John A. Cavalier
	 	         Name: John A. Cavalier
	 	         Title: Chief Financial Officer
	 	 
	 	corporate taxpayer SUB:
	 	 
	 	CRIS THUNDER MERGER LLC
	 	 
	 	By: Climate Change Crisis Real Impact I Acquisition Corporation
	 	 
	 	By:	/s/ John A. Cavalier
	 	         Name: John A. Cavalier
	 	         Title: Chief Financial Officer




 


[Signature Page to Tax Receivable Agreement]


 



    


     


    




 


	 	SPONSOR AGENT:
	 	 
	 	LS Power Equity Advisors, LLC
	 	 
	 	By:	/s/ David Nanus
	 	        Name: David Nanus
	 	        Title: EVP




 


[The signatures of the TRA Holders are attached
in Schedule A.]


 


[Signature Page to Tax Receivable Agreement]


 






    


     


    

 


SCHEDULE A


TRA HOLDERS


 


	 	evgo hOLDINGS, LLC
	 	 
	 	By:	/s/ David Nanus
	 	        Name: David Nanus
	 	        Title: EVP




 



    Schedule A-1