Exhibit 10.6


 


FORM OF TAX RECEIVABLES AGREEMENT


 


This TAX RECEIVABLES AGREEMENT
(this "Agreement"), is dated as of [_], 2021 (the "Effective Date"), and is between Preston Hollow Community
Capital, Inc., a Maryland corporation ("PubCo"), Preston Hollow Capital, LLC, a Delaware limited liability company ("PHC")
and each of the other persons from time to time that become a party hereto (each, a "TRA Party" and together with PHC,
the "TRA Parties").


 


RECITALS


 


WHEREAS, PHC holds Class A
units (the "Units") in PHCC OP, LP, a Delaware limited partnership ("OpCo"), which is classified as
a partnership for United States federal income Tax purposes;


 


WHEREAS, PubCo has a wholly
owned subsidiary that is the general partner of OpCo, and PubCo holds and will hold Units;


 


WHEREAS, on or before the
Effective Date, (1) PHC will have, through a series of transactions, contributed certain assets to OpCo and received Units and an equivalent
number of Class B Shares (as defined below), (2) public investors will have contributed cash to PubCo in exchange for Class A common
stock of PubCo (the "Class A Shares"), and (3) PubCo will have contributed cash and any assets contributed to PubCo
by PHC to OpCo in exchange for Units of OpCo (the "Formation Transactions");


 


WHEREAS, the Units held by
PHC may be exchanged for Class A Shares in accordance with and subject to the provisions of the LP Agreement (as defined below);


 


WHEREAS, PHC will also own
Class B common stock of PubCo (the "Class B Shares"), which entitle PHC to voting power intended to be in proportion
to the economic ownership interest of PHC with respect to OpCo, and represent an economic interest equal to 1/50th of a Class
A Share;


 


WHEREAS, OpCo and each of
its direct and indirect Subsidiaries (as defined below) treated as a partnership for United States federal income Tax purposes currently
have and will have in effect an election under Section 754 of the Internal Revenue Code of 1986, as amended (the "Code"),
for each Taxable Year (as defined below) that includes the Effective Date and for each Taxable Year in which a taxable acquisition (including
a deemed taxable acquisition under Section 707(a) of the Code) or non-taxable acquisition of Units by PubCo from any of the TRA
Parties (an "Exchanging Holder") for Class A Shares and/or for cash or other consideration after the Effective Date
or any other distribution by OpCo with respect to Units after the Effective Date (an "Exchange") occurs;


 


WHEREAS, as a result of an
Exchange, PubCo will be entitled to obtain the benefit of the Basis Adjustments (as defined below);


 


WHEREAS, the income,
gain, loss, expense and other Tax items of PubCo may be affected by (i) the Basis Adjustments and (ii) any deduction
attributable to any payment (including amounts attributable to Imputed Interest (as defined below)) made under this Agreement
(collectively, the "Tax Attributes"); and


 






    


     


    

 


WHEREAS, the parties to this
Agreement desire to provide for certain payments and make certain arrangements with respect to the effect of the Tax Attributes on the
liability for Taxes of PubCo.


 


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


 


ARTICLE
I



DEFINITIONS


 


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


 


"Actual Tax Liability"
means, with respect to any Taxable Year, the sum of (i) the sum of (A) the liability for U.S. federal income Taxes of PubCo and (B) without
duplication, the portion of any liability for U.S. federal income Taxes imposed directly on OpCo (and OpCo’s applicable subsidiaries)
under Section 6225 or any similar provision of the Code that is allocable to PubCo under Section 704 of the Code, in each case using the
same methods, elections, conventions and similar practices used on the relevant IRS Form 1120 (or any successor form) and (ii) the product
of the amount of the U.S. federal taxable income for such taxable year reported on PubCo's IRS Form 1120 (or any successor form) and the
Blended Rate.


 


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


 


"Agreed Rate"
means 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.


 


"Attributable"
means the portion of any Tax Attribute of PubCo that is "Attributable" to any present or former holder of Units, other than
PubCo, as the case may be, and shall be determined by reference to the Tax Attributes, under the following principles:


 


(i)       any
Basis Adjustments shall be determined separately with respect to each Exchanging Holder and are Attributable to each Exchanging Holder
in an amount equal to the total Basis Adjustments relating to such Units Exchanged by such Exchanging Holder; and


 


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


 






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


 


"Basis Schedule"
has the meaning set forth in Section 2.1 of this Agreement.


 


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


 


"Blended Rate"
means, with respect to any Taxable Year, the sum of the effective rates of Tax imposed on the aggregate net income of PubCo in each state
or local jurisdiction in which PubCo files Tax Returns for such Taxable Year, with the maximum effective rate in any state or local jurisdiction
being equal to the product of (i) the apportionment factor on the income or franchise PubCo Tax Return in such jurisdiction for such
Taxable Year and (ii) the maximum applicable corporate Tax rate in effect in such jurisdiction in such Taxable Year. As an illustration
of the calculation of Blended Rate for a Taxable Year, if PubCo solely files Tax Returns in State 1 and State 2 in a Taxable Year, the
maximum applicable corporate Tax rates in effect in such states in such Taxable Year are 6.5% and 5.5%, respectively, and the apportionment
factors for such states in such Taxable Year are 55% and 45% respectively, then the Blended Rate for such Taxable Year is equal to 6.05%
(i.e., 6.5% multiplied by 55% plus 5.5% multiplied by 45%).


 


"Board" means
the Board of Directors of PubCo.


 


"Business Day"
means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required
by law to close.


 






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"Change of Control"
means the occurrence of any of the following events:


 


(i)       any
Person or any group of Persons acting together that would constitute a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended or any successor provisions thereto is or becomes the Beneficial Owner, directly or indirectly, of securities
of PubCo representing more than 50% of the combined voting power of PubCo's then outstanding voting securities (excluding, however, a
transaction in which PHC or any of its Affiliates (or a group comprised of PHC and/or any of its Affiliates) becomes the Beneficial Owner,
directly or indirectly, of securities of PubCo representing more than 50% of the combined voting power of PubCo's then outstanding voting
securities); or


 


(ii)       the
following individuals cease for any reason to constitute a majority of the number of directors of PubCo then serving: individuals who,
on the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election
by PubCo's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either
were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended
by the directors referred to in this clause (ii); or


 


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


 


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


 


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


 


"Class A Shares"
has the meaning set forth in the Recitals of this Agreement.


 






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"Class B Shares"
has the meaning set forth in the Recitals of this Agreement.


 


"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.


 


"Covered Person"
has the meaning set forth in Section 7.14 of this Agreement.


 


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


 


"Default Rate"
means a per annum rate of LIBOR plus 500 basis points.


 


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


 


"Dispute"
has the meaning set forth in Section 7.8(a) of this Agreement.


 


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


 


"Early Termination
Effective Date" means the date on which an Early Termination Schedule becomes binding pursuant to Section 4.2.


 


"Early Termination
Notice" has the meaning set forth in Section 4.2 of this Agreement.


 


"Early Termination
Payment" has the meaning set forth in Section 4.3(b) of this Agreement.


 


"Early Termination
Rate" means the lesser of (i) 6.5% per annum, compounded annually, and (ii) LIBOR plus 100 basis points.


 


"Early Termination
Schedule" has the meaning set forth in Section 4.2 of this Agreement.


 


"Effective Date"
has the meaning set forth in the Preamble of this Agreement.


 


"Exchange"
has the meaning set forth in the Recitals of this Agreement.


 


"Exchange Date"
means the date of any Exchange.


 






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"Exchanging Holder"
has the meaning set forth in the Recitals of this Agreement.


 


"Expert"
has the meaning set forth in Section 7.9 of this Agreement.


 


"Formation Transactions"
has the meaning set forth in the Recitals of this Agreement.


 


"Future TRAs"
has the meaning set forth in Section 5.1 of this Agreement.


 


"Hypothetical Tax
Liability" means, with respect to any Taxable Year, the sum of (i) the sum of (A) the liability for U.S. federal income Taxes
of PubCo and (B) without duplication, the portion of any liability for U.S. federal income Taxes imposed directly on OpCo (and OpCo’s
applicable subsidiaries) under Section 6225 or any similar provision of the Code that is allocable to PubCo under Section 704 of the Code,
in each case using the same methods, elections, conventions and similar practices used on the relevant IRS Form 1120 (or any successor
form) and (ii) the product of the U.S. federal taxable income for such taxable year reported on PubCo's IRS Form 1120 (or any successor
form) and the Blended Rate, but, in the determination of the liability in clauses (i) and (ii), above, (a) using the Non-Stepped Up
Tax Basis as reflected on the Basis Schedule including amendments thereto for the Taxable Year, and (b) excluding any deduction attributable
to any payment (including amounts attributable to Imputed Interest) made under this Agreement for the Taxable Year; provided, that for
purposes of determining the Hypothetical Tax Liability, the combined Tax rate for United States state and local Taxes (but not, for the
avoidance of doubt, United States federal Taxes) of PubCo shall be the Blended Rate. For the avoidance of doubt, Hypothetical Tax Liability
shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) (including for avoidance
of doubt a net operating loss or capital loss carryover or carryback) that is attributable to a Tax Attribute as applicable.


 


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


 


"Interest Amount"
has the meaning set forth in Section 3.1(b) of this Agreement.


 


"IRS" means
the United States Internal Revenue Service.


 


"LIBOR"
means during any period, the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that
displays rates at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market), or the rate which
is quoted by another source selected by PubCo as an authorized information vendor for the purpose of displaying rates at which U.S.
dollar deposits are offered by leading banks in the London interbank deposit market (an "Alternate Source"), at
approximately 11:00 a.m., London time, two (2) Business Days prior to the first day of such period as the London interbank
offered rate for U.S. dollars having a borrowing date and a maturity comparable to such period (or if there shall at any time, for
any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any LIBOR Alternate Source, a comparable replacement
rate determined by PubCo and the TRA Party Representative at such time, which determination shall be conclusive absent manifest
error); provided, that at no time shall LIBOR be less than 0%. If PubCo has made the determination (such determination to be
conclusive absent manifest error) that (i) LIBOR is no longer a widely recognized benchmark rate for newly originated loans in
the U.S. loan market in U.S. dollars or (ii) the applicable supervisor or administrator (if any) of LIBOR has made a public
statement identifying a specific date after which LIBOR shall no longer be used for determining interest rates for loans in the U.S.
loan market in U.S. dollars, then PubCo and the TRA Party Representative shall (as determined by PubCo and the TRA Party
Representative to be consistent with market practice generally), establish a replacement interest rate (the "Replacement
Rate"), in which case, the Replacement Rate shall, subject to the next two sentences, replace LIBOR for all purposes under
this Agreement. In connection with the establishment and application of the Replacement Rate, this Agreement shall be amended solely
with the consent of PubCo, OpCo and the TRA Party Representative, as may be necessary or appropriate, in the reasonable judgment of
PubCo and the TRA Party Representative, to effect the provisions of this section. The Replacement Rate shall be applied in a manner
consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible
for PubCo, such Replacement Rate shall be applied as otherwise reasonably determined by PubCo and the TRA Party Representative.


 






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"LP Agreement"
means, with respect to OpCo, the Amended and Restated Limited Partnership Agreement of OpCo, dated on or about the date hereof, as such
agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.


 


"Market Value"
shall mean the closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange or interdealer
quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided,
that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall
mean the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities
exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street
Journal; provided, further, that if the Class A Shares are not then listed on a national securities exchange or interdealer quotation
system, "Market Value" shall mean 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. Notwithstanding anything to the contrary in the
above sentence, to the extent property is exchanged for cash in a transaction, the Market Value shall be determined by reference to the
amount of cash transferred in such transaction.


 


"Material Objection
Notice" has the meaning set forth in Section 4.2 of this Agreement.


 


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


 


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


 


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


 


"OpCo" has
the meaning set forth in the Preamble of this Agreement.


 


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


 






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


 


"PHC" has
the meaning set forth in the Preamble of this Agreement.


 


"Pre-Exchange
Transfer" means any transfer or distribution in respect of one or more Units (including a distribution of such Units by PHC in
redemption of part or all of a Person's units in PHC) (i) that occurs prior to an Exchange of such Units, and (ii) to which
Section 734(b) or 743(b) of the Code applies.


 


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


 


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


 


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


 


"Reconciliation Dispute"
has the meaning set forth in Section 7.9 of this Agreement.


 


"Reconciliation Procedures"
has the meaning set forth in Section 2.3(a) of this Agreement.


 


"Reference Asset"
means an asset that is held by OpCo, or by any of its direct or indirect Subsidiaries treated as a partnership or disregarded entity (but
only if such indirect Subsidiaries are held only through Subsidiaries treated as partnerships or disregarded entities) for purposes of
the applicable Tax, at the time of an Exchange. A Reference Asset also includes any asset that is "substituted basis property"
under Section 7701(a)(42) of the Code with respect to a Reference Asset.


 


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


 


"Section 734(b)
Exchange" means any Exchange that results in a Basis Adjustment under Section 734(b) of the Code.


 


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


 


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


 






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"Tax Attributes"
has the meaning set forth in the Recitals of this Agreement.


 


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


 


"Tax Benefit Schedule"
has the meaning set forth in Section 2.2 of this Agreement.


 


"Tax Return"
means any return, declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached
schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.


 


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


 


"Taxes" means
any and all United States federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect
to net income or profits, and any interest related to such Tax.


 


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


 


"TRA Party"
has the meaning set forth in the Preamble to this Agreement.


 


"TRA Party Representative"
means, initially, Preston Hollow Capital LLC, and thereafter, that TRA Party or committee of TRA Parties determined from time to time
by a plurality vote of the TRA Parties ratably in accordance with their right to receive Early Termination Payments hereunder if all TRA
Parties had fully Exchanged their Units for Class A Shares or other consideration and PubCo had exercised its right of early termination
on the date of the most recent Exchange. If at any time more than one TRA Party has been determined to serve as TRA Party Representative,
references to TRA Party Representative herein shall apply to TRA Party Representatives, mutatis mutandis.


 


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


 


"Units" has
the meaning set forth in the Recitals of this Agreement.


 






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"Valuation
Assumptions" shall mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such
Early Termination Date, (1) PubCo will have taxable income sufficient to fully utilize the Tax items arising from the Tax
Attributes (other than any items addressed in clause (2) below) during such Taxable Year or future Taxable Years (including,
for the avoidance of doubt, any deduction attributable to Basis Adjustments and Imputed Interest that would result from future
payments made under this Agreement that would be paid in accordance with the Valuation Assumptions, further assuming that such
applicable future payments would be paid on the due date (without extensions) for filing the PubCo Tax Return for the applicable
Taxable Year) in which such deductions would become available, (2) any loss carryovers generated by deductions arising from any
Tax Attributes or Imputed Interest that are available as of the date of such Early Termination Date will be used by PubCo on a pro
rata basis from the date of such Early Termination Date through the earlier of (x) the scheduled expiration date under
applicable Tax law of such loss carryovers or (y) the fifth (5th) anniversary of the Early Termination Date, (3) the
United States federal, state and local income Tax rates that will be in effect for each such Taxable Year will be those specified
for each such Taxable Year by the Code and other law as in effect on the Early Termination Date and the Blended Rate will be
calculated based on such rates and the apportionment factor applicable in such Taxable Year, (4) any non-amortizable or
non-depreciable Reference Assets (including for avoidance of doubt debt instruments) will be disposed of for an amount sufficient to
fully utilize the Basis Adjustment with respect to such Reference Asset (or, in the case of a debt instrument, the portion of the
applicable Basis Adjustment which has not previously been taken into account as amortizable bond premium under Section 171 of the
Code and the related Treasury Regulations) on the fifth (5th) anniversary of the applicable Exchange and any cash equivalents will
be disposed of twelve (12) months following the Early Termination Date; provided, that in the event of a Change of Control,
such non-amortizable or non-depreciable Reference Assets shall be deemed disposed of at the time of sale (if applicable) of the
relevant asset in the Change of Control (if earlier than such fifth (5th) anniversary) and (5) if, at the Early Termination
Date, there are Units that have not been Exchanged, then each such Unit shall be deemed Exchanged for the Market Value of the
Class A Shares and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.


 


ARTICLE
II



DETERMINATION OF CERTAIN REALIZED TAX BENEFIT


 


Section 2.1           
Basis Schedule. Within one-hundred and fifty (150) calendar days after the due date (including extensions) of IRS Form 1120
(or any successor form) of PubCo for each relevant Taxable Year, PubCo shall deliver to each TRA Party a schedule (the "Basis
Schedule") that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (i) the Non-Stepped
Up Tax Basis of the Reference Assets in respect of such TRA Party as of each applicable Exchange Date, if any, (ii) the Basis Adjustment
with respect to the Reference Assets in respect of such TRA Party as a result of the Exchanges effected in such Taxable Year or any prior
Taxable Year by such TRA Party, if any, calculated in the aggregate, (iii) the period (or periods) over which the Reference Assets
in respect of such TRA Party are amortizable and/or depreciable (and, where the Reference Asset is a debt instrument, the period (or periods)
over which any bond premium is amortizable) and (iv) the period (or periods) over which each Basis Adjustment in respect of such
TRA Party is amortizable (including under any applicable rules related to bond premium) and/or depreciable. All costs and expenses incurred
in connection with the provision and preparation of the Basis Schedules and Tax Benefit Schedules for each TRA Party in compliance with
this Agreement shall be borne by PubCo.


 






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Section 2.2           Tax
Benefit Schedule.


 


(a)          Tax
Benefit Schedule. Within ninety (90) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor
form) of PubCo for any Taxable Year in which there is a Realized Tax Benefit or a Realized Tax Detriment Attributable to a TRA Party,
PubCo shall provide to such TRA Party a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit and Tax Benefit
Payment, or the Realized Tax Detriment, as applicable, in respect of such TRA Party for such Taxable Year (a "Tax Benefit Schedule").
Each Tax Benefit Schedule will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b)
(subject to the procedures set forth in Section 2.3(b)).


 


(b)          Applicable
Principles.


 


(i)                
General. Subject to Section 3.3, the Realized Tax Benefit (or the Realized Tax Detriment) for each Taxable Year is
intended to measure the decrease (or increase) in the actual liability for Taxes of PubCo for such Taxable Year attributable to the Tax
Attributes, determined using a "with and without" methodology. Carryovers or carrybacks of any Tax item (including for avoidance
of doubt a net operating loss or capital loss carryover or carryback) that is attributable to any of the Tax Attributes shall be considered
to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of United States state and local income
and franchise Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If
a carryover or carryback of any Tax item includes a portion that is attributable to a Tax Attribute (or Tax Attributes) and another portion
that is not attributable to any Tax Attributes, such portions shall be considered to be used in accordance with the "with and without"
methodology. The parties agree that (A) all Tax Benefit Payments (other than Imputed Interest thereon) attributable to the Basis
Adjustments will be treated as subsequent upward purchase price adjustments that have the effect of creating additional Basis Adjustments
to Reference Assets for PubCo in the year of payment, (B) as a result, such additional Basis Adjustments will be incorporated into
the current year calculation and into future year calculations, as appropriate, and (C) the Actual Tax Liability will take into account
the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest.


 


(ii)                Applicable
Principles of Section 734(b) Exchanges. Notwithstanding any provisions to the contrary in this Agreement, the foregoing
treatment set out in Section 2.3(b)(i) shall not be required to apply to payments hereunder to a TRA Party in respect of a
Section 734(b) Exchange by such TRA Party. For the avoidance of doubt, payments made under this Agreement relating to a
Section 734(b) Exchange shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as
Imputed Interest. The parties intend that (A) a TRA Party that has made a Section 734(b) Exchange shall, with respect to
the Basis Adjustment resulting from such Section 734(b) Exchange or any payments hereunder in respect of such
Section 734(b) Exchange, be entitled to Tax Benefit Payments attributable to such Basis Adjustments only to the extent such
Basis Adjustments are allocable to PubCo following such Section 734(b) Exchange (without taking into account any concurrent or
subsequent Exchanges) and (B) if, as a result of a subsequent Exchange, an increased portion of the Basis Adjustments resulting
from such Section 734(b) Exchange or any payments hereunder in respect of such Section 734(b) Exchange becomes allocable
to PubCo, then the TRA Party that makes such subsequent Exchange shall be entitled to a Tax Benefit Payment calculated in respect of
such increased portion.


 






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Section 2.3            Procedures,
Amendments.


 


(a)           Procedure.
Every time PubCo delivers to a TRA Party an applicable Schedule under this Agreement, including any Amended Schedule delivered pursuant
to Section 2.3(b), and any Early Termination Schedule or amended Early Termination Schedule, PubCo shall also (x) deliver to
such TRA Party supporting schedules and work papers, as determined by PubCo or as reasonably requested by such TRA Party, providing reasonable
detail regarding data and calculations that were relevant for purposes of preparing the Schedule and (y) allow such TRA Party reasonable
access at no cost to the appropriate representatives at PubCo, as determined by PubCo or as reasonably requested by such TRA Party, in
connection with a review of such Schedule. Without limiting the generality of the preceding sentence, PubCo shall ensure that any Tax
Benefit Schedule that is delivered to a TRA Party, along with any supporting schedules and work papers, provides a reasonably detailed
presentation of the calculation of the Actual Tax Liability and the Hypothetical Tax Liability and identifies any material assumptions
or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall
become final and binding on all parties thirty (30) calendar days from the date on which all relevant TRA Parties are treated as
having received the applicable Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (i) within
thirty (30) calendar days from such date provides PubCo with written notice of a material objection to such Schedule ("Objection
Notice") made in good faith or (ii) provides a written waiver of such right of any Objection Notice within the period described
in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by PubCo.
If PubCo and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in the Objection Notice
within thirty (30) calendar days after receipt by PubCo of an Objection Notice, PubCo and the TRA Party Representative shall employ
the reconciliation procedures as described in Section 7.9 of this Agreement (the "Reconciliation Procedures").
The TRA Party Representative will fairly represent the interests of each of the TRA Parties and shall use reasonable efforts to timely
raise and pursue, in accordance with this Section 2.3(a), any reasonable objection to a Schedule or amendment thereto timely communicated
in writing to the TRA Party Representative by a TRA Party.


 


(b)          Amended
Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by PubCo (i) in connection with a Determination
affecting such Schedule, (ii) to correct material 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 a TRA Party, (iii) to comply with an
Expert's determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the 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 the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return
filed for such Taxable Year or (vi) to adjust an applicable TRA Party's Basis Schedule to take into account payments made pursuant
to this Agreement (any such Schedule, an "Amended Schedule"). PubCo shall provide an Amended Schedule to each TRA Party
when PubCo delivers the Basis Schedule for the following taxable year.


 






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ARTICLE
III


 


TAX BENEFIT PAYMENTS


 


Section 3.1            Payments.


 


(a)           Payments.
Within five (5) calendar days after a Tax Benefit Schedule delivered to a TRA Party becomes final in accordance with Section 2.3(a)
and Section 7.9, if applicable, PubCo shall pay such TRA Party for such Taxable Year the Tax Benefit Payment determined pursuant
to Section 3.1(b) that is Attributable to the relevant TRA Party. Each such Tax Benefit Payment shall be made by wire transfer of
immediately available funds to the bank account previously designated by such TRA Party to PubCo or as otherwise agreed by PubCo and
such TRA Party. For the avoidance of doubt, (x) no Tax Benefit Payment shall be made in respect of estimated Tax payments, including,
without limitation, United States federal estimated income Tax payments and (y) the payments provided for pursuant to the above
sentence shall be computed separately for each TRA Party. PubCo and the TRA Parties hereby acknowledge and agree that, as of the date
of this Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit
Payments cannot be reasonably ascertained for United States federal income or other applicable Tax purposes. Notwithstanding anything
to the contrary in this Agreement, with respect to each Exchange by or with respect to any TRA Party, if such TRA Party notifies PubCo
in writing of a stated maximum selling price (within the meaning of Treasury Regulation 15A.453-1(c)(2)) to be applied with
respect to such Exchange, the amount of the initial consideration received in connection with such Exchange and the aggregate Tax Benefit
Payments to such TRA Party in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed
such stated maximum selling price.


 


(b)          A
 "Tax Benefit Payment" in respect of a TRA Party for a Taxable Year means an amount, not less than zero, equal to the
Net Tax Benefit that is Attributable to such TRA Party and the Interest Amount with respect thereto. For the avoidance of doubt, for
Tax purposes, the Interest Amount shall not be treated as interest, but instead, shall be treated as additional consideration in the
applicable transaction, unless otherwise required by law. Subject to Section 3.3, 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 total amount of payments previously made under the first sentence of Section 3.1(a) (excluding payments attributable
to Interest Amounts); provided, for the avoidance of doubt, that no such recipient shall be required to return any portion of
any previously made Tax Benefit Payment. The "Interest Amount" shall equal the interest on the Net Tax Benefit calculated
at the Agreed Rate from the due date (without extensions) for filing IRS Form 1120 (or any successor form) of PubCo with respect
to Taxes for such Taxable Year until the payment date under Section 3.1(a).


 


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 this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such
intentions are realized.


 


Section 3.3            Pro
Rata Payments. Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate Realized Tax
Benefit of PubCo with respect to the Tax Attributes is limited in a particular Taxable Year because PubCo does not have sufficient
taxable income, the Net Tax Benefit for PubCo shall be allocated among all parties eligible for Tax Benefit Payments under this
Agreement (i) by taking into account any ordering rules that apply under the Code (including Sections 172 and 1212) and applicable
state, local or foreign Tax laws concerning the use of Tax Attributes and Tax items attributable to Tax Attributes and (ii) after
such ordering rules have been taken into account, in proportion to the amounts of Net Tax Benefit, as such term is defined in this
Agreement, that would have been Attributable to each such party if PubCo had sufficient taxable income to use all Tax Attributes of
like rank within such ordering without limitation.


 






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Section 3.4           Payment
Ordering. If for any reason PubCo does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this
Agreement in respect of a particular Taxable Year, then PubCo and the TRA Parties agree that (i) Tax Benefit Payments for such Taxable
Year shall be allocated to all parties eligible for Tax Benefit Payments under this Agreement in proportion to the amounts of the Tax
Benefit Payments that would have been made to each TRA Party if PubCo had sufficient cash available to make all Tax Benefit Payments
due for such Taxable Year and (ii) no Tax Benefit Payments shall be made in respect of any Taxable Year under this Agreement until
all Tax Benefit Payments to all TRA Parties in respect of all prior Taxable Years have been made in full.


 


ARTICLE
IV



TERMINATION


 


Section 4.1            Early
Termination of Agreement; Breach of Agreement.


 


(a)           PubCo,
upon a determination to do so by its independent directors, may terminate this Agreement with respect to all amounts payable to the TRA
Parties and with respect to all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment
in respect of such TRA Party; provided, however, that this Agreement shall only terminate upon the receipt of the
Early Termination Payment by all TRA Parties, and provided, further, that PubCo may withdraw any notice to execute its termination rights
under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination
Payment by PubCo, none of the TRA Parties or PubCo shall have any further payment obligations under this Agreement, other than for any
(a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice and (b) Tax Benefit Payment
due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described
in clause (b) is included in the Early Termination Payment). If an Exchange occurs after PubCo makes all of the required Early Termination
Payments, PubCo shall have no obligations under this Agreement with respect to such Exchange.


 






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(b)          In
the event that PubCo (I) breaches any of its material obligations under this Agreement, whether as a result of failure to make
any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the
rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise or (II)(A) shall commence any case,
proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general
assignment for the benefit of creditors or (B) there shall be commenced against PubCo any case, proceeding or other action of
the nature referred to in clause (A) above that remains undismissed or undischarged for a period of sixty (60) calendar
days, all obligations hereunder shall be automatically 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 (in the case of clause (I)), the
date of commencement (in the case of clause (II)(A)) or the date that immediately follows such sixty (60) calendar day period (in
the case of clause (II)(B)) (the "Applicable Date") and shall include, but not be limited to, (1) the Early
Termination Payments calculated as if an Early Termination Notice had been delivered on the Applicable Date, (2) any Tax
Benefit Payment due and payable and that remains unpaid as of the Applicable Date, and (3) any Tax Benefit Payment in respect
of any TRA Party due for the Taxable Year ending with or including the Applicable Date; provided that procedures similar to the
procedures of Section 4.2 shall apply with respect to the determination of the amount payable by PubCo pursuant to this
sentence. Notwithstanding the foregoing (other than as set forth in subsection (II) above), in the event that PubCo breaches
this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or
to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this
Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under
this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under
this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due.
Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if
PubCo fails to make any Tax Benefit Payment or payment made with respect to Section 4.1(c) when due to the extent that PubCo
has insufficient funds to make such payment; provided, that the interest provisions of Section 5.2 shall apply to such late
payment (unless PubCo does not have sufficient funds to make such payment as a result of limitations imposed by any Senior
Obligations, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate).


 


(c)          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 date of such Change of Control and utilizing the Valuation Assumptions by substituting in
each case the terms "the closing date of a Change of Control" in each place where the phrase "Early Termination Date"
appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payments calculated as if the Early Termination
Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of
such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for any Taxable Year ending prior to, with
or including the date of such Change of Control (except to the extent that any amounts described in clause (2) or (3) are included
in the Early Termination Payments). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutatis
mutandis.


 






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Section 4.2           
Early Termination Notice. If PubCo chooses to exercise its right of early termination under Section 4.1 above, PubCo
shall deliver to each TRA Party notice of such intention to exercise such right ("Early Termination Notice") and a schedule
(the "Early Termination Schedule") specifying PubCo's intention to exercise such right and showing in reasonable detail
the calculation of the Early Termination Payment(s) due for each TRA Party. Each Early Termination Schedule shall become final and binding
on all parties thirty (30) calendar days from the first date on which all TRA Parties are treated as having received such Schedule
or amendment thereto under Section 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after
such date provides PubCo with notice of a material objection to such Schedule made in good faith ("Material Objection Notice")
or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above,
in which case such Schedule becomes binding on the date the waiver is received by PubCo. If PubCo and the TRA Party Representative, for
any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by
PubCo of the Material Objection Notice, PubCo and the TRA Party Representative shall employ the Reconciliation Procedures in which case
such Schedule becomes binding ten (10) calendar days after the conclusion of the Reconciliation Procedures. The TRA Party Representative
will fairly represent the interests of each of the TRA Parties and shall timely raise and pursue, in accordance with this Section 4.2,
any reasonable objection to an Early Termination Schedule or amendment thereto timely communicated in writing to the TRA Party Representative
by a TRA Party.


 


Section 4.3            Payment
upon Early Termination.


 


(a)          Within
three (3) calendar days after an Early Termination Effective Date, PubCo shall pay to each TRA Party an amount equal to the Early
Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately available funds to a bank
account or accounts designated by such TRA Party or as otherwise agreed by PubCo and such TRA Party or, in the absence of such designation
or agreement, by check mailed to the last mailing address provided by such TRA Party to PubCo.


 


(b)          "Early
Termination Payment" in respect of a TRA Party shall equal the present value, discounted at the Early Termination Rate as of
the applicable Early Termination Effective Date, of all Tax Benefit Payments in respect of such TRA Party that would be required to be
paid by PubCo beginning from the Early Termination Date and assuming that the Valuation Assumptions in respect of such TRA Party are
applied and that each Tax Benefit Payment for the relevant Taxable Year would be due and payable on the due date (without extensions)
under applicable law as of the Early Termination Effective Date for filing of IRS Form 1120 (or any successor form) of PubCo.


 






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ARTICLE
V



SUBORDINATION AND LATE PAYMENTS


 


Section 5.1            Subordination.
Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or payments made with respect to
Section 4.1(c) required to be made by PubCo to the TRA Parties under this Agreement shall rank subordinate and junior in right
of payment to any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for
borrowed money of PubCo and its Subsidiaries ("Senior Obligations") and shall rank pari passu in right of
payment with all current or future unsecured obligations of PubCo that are not Senior Obligations. To the extent that any payment
under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of
agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of TRA Parties and PubCo
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. Notwithstanding any other provision of this Agreement to the contrary, to the extent that PubCo or any of its
Affiliates enters into future Tax receivables or other similar agreements ("Future TRAs"), PubCo shall ensure that
the terms of any such Future TRA shall provide that the Tax Attributes subject to this Agreement are considered senior in priority
to any Tax attributes subject to any such Future TRA for purposes of calculating the amount and timing of payments under any such
Future TRA.


 


Section 5.2           
Late Payments by PubCo. Subject to the proviso in the last sentence of Section 4.1(b), the amount of all or any portion
of any Tax Benefit Payment or Early Termination Payment not made to the TRA Parties when due under the terms of this Agreement, whether
as a result of Section 5.1 or otherwise, shall be payable together with any interest thereon, computed at the Default Rate and commencing
from the date on which such Tax Benefit Payment or Early Termination Payment was first due and payable to the date of actual payment.


 


ARTICLE
VI



NO DISPUTES; CONSISTENCY; COOPERATION


 


Section 6.1           Participation
in PubCo's and OpCo's Tax Matters. Except as otherwise provided herein, and except as provided in the LP Agreement, PubCo shall have
full responsibility for, and sole discretion over, all Tax matters concerning PubCo and OpCo, including, without limitation, the preparation,
filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing,
PubCo shall notify the TRA Party Representative of, and keep the TRA Party Representative reasonably informed with respect to, the portion
of any audit of PubCo and OpCo by a Taxing Authority the outcome of which is reasonably expected to materially affect the rights and
obligations of a TRA Party under this Agreement, and shall provide to the TRA Party Representative reasonable opportunity to provide
information and other input to PubCo, OpCo and their respective advisors concerning the conduct of any such portion of such audit; provided,
however, that PubCo and OpCo shall not be required to take any action that is inconsistent with any provision of the LP Agreement.


 


Section 6.2            Consistency.
PubCo and the TRA Parties agree to report and cause to be reported for all purposes, including United States federal, state and
local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, the Basis Adjustments and
each Tax Benefit Payment) in a manner consistent with that contemplated by this Agreement or specified by PubCo in any Schedule
required to be provided by or on behalf of PubCo under this Agreement unless otherwise required by law. PubCo shall (and shall cause
OpCo and its other Subsidiaries to) use commercially reasonable efforts (for the avoidance of doubt, taking into account the
interests and entitlements of all TRA Parties under this Agreement) to defend the Tax treatment contemplated by this Agreement and
any Schedule in any audit, contest or similar proceeding with any Taxing Authority.


 






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Section 6.3            Cooperation.
Each of the TRA Parties shall (a) furnish to PubCo in a timely manner such information, documents and other materials as PubCo may
reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any
Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b) make itself available
to PubCo and its representatives to provide explanations of documents and materials and such other information as PubCo or its representatives
may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in
connection with any such matter, and PubCo shall reimburse each such TRA Party for any reasonable and documented out-of-pocket costs
and expenses incurred pursuant to this Section 6.3. Upon the request of any TRA Party, PubCo shall cooperate in taking any action
reasonably requested by such TRA Party in connection with its tax or financial reporting and/or the consummation of any assignment or
transfer of any of its rights and/or obligations under this Agreement, including without limitation, providing any information or executing
any documentation.


 


ARTICLE
VII



MISCELLANEOUS


 


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


 


If to PubCo, to:


 


Preston Hollow Community Capital Inc.

1717 Main Street, Suite 3900Dallas, Texas 75201

Attention: Paige Deskin, Chief Finance Officer

Email:pdeskin@phcllc.com


 


If to the TRA Parties, to the respective
address and email address set forth in the records of OpCo.


 


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


 


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


 


Section 7.4           
Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.


 


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


 


Section 7.6           
Successors; Assignment; Amendments; Waivers.


 


(a)           Each
TRA Party may assign all or any portion of its rights under this Agreement to any Person as long as such transferee has executed and
delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in form of Exhibit A
hereto, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder.


 


(b)          No
provision of this Agreement may be amended unless such amendment is approved in writing by each of PubCo and by the TRA Parties who
would be entitled to receive at least two-thirds of the total amount of the Early Termination Payments payable to all TRA Parties
hereunder if PubCo had exercised its right of early termination on the date of the most recent Exchange prior to such amendment
(excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to this Agreement since the date of such most
recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate effect on the
payments one or more TRA Parties receive under this Agreement unless such amendment is consented in writing by such TRA Parties
disproportionately affected who would be entitled to receive at least two-thirds of the total amount of the Early Termination
Payments payable to all TRA Parties disproportionately affected hereunder if PubCo had exercised its right of early termination on
the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA
Party pursuant to this Agreement since the date of such most recent Exchange); provided further, that no such amendment may
adversely affect PHC unless such amendment is consented in writing by PHC. No provision of this Agreement may be waived unless such
waiver is in writing and signed by the party against whom the waiver is to be effective. Notwithstanding anything otherwise to the
contrary, if the TRA Representative shall jointly propose an amendment to this Agreement that is necessary or appropriate in order
to ensure that the respective rights and obligations of the TRA Parties under this Agreement are equal and ratable in all material
respects as though they were all party to the same agreement, PubCo shall not unreasonably withhold its consent to such amendment,
whereupon such amendment will become effective without the consent of any other party provided that no such amendment shall have a
material adverse effect on PubCo.


 






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


 


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


 


Section 7.8           
Resolution of Disputes.


 


(a)          Any and all disputes which are not governed by Section 7.9 and cannot be settled amicably, 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 arbitration provision) (each a "Dispute")
shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration
of the International Chamber of Commerce. If the parties to the Dispute fail to agree on the selection of an arbitrator within thirty
(30) calendar days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the appointment.
The arbitrator shall be a lawyer admitted to the practice of law in the State of New York and shall conduct the proceedings in the English
language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.


 


(b)          Notwithstanding
the provisions of paragraph (a), PubCo 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 paragraph (b), each TRA Party (i) expressly consents to the application
of paragraph (c) of this Section 7.8 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 PubCo as agent of such TRA 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 the TRA Party of any such service of process, shall be
deemed in every respect effective service of process upon the TRA Party in any such action or proceeding.


 



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(c)           (i)             EACH
PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING
BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.8, 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 paragraph (c) have a reasonable relation to this Agreement, and
to the parties' relationship with one another; and


 


(ii)             
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
the preceding paragraph of this Section 7.8 and such parties agree not to plead or claim the same.


 


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


 






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Section 7.10       
Withholding. PubCo shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts
as PubCo is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local
or foreign Tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by PubCo, such withheld
amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such withholding was
made. To the extent that any payment pursuant to this Agreement is not reduced by such deductions or withholdings, such recipient shall
indemnify the applicable withholding agent for any amounts imposed by any Taxing Authority together with any costs and expenses related
thereto. Each TRA Party shall promptly provide PubCo, OpCo or other applicable withholding agent with any applicable Tax forms and certifications
(including IRS Form W-9 or the applicable version of IRS Form W-8) reasonably requested, in connection with determining
whether any such deductions and withholdings are required under the Code or any provision of United States state, local or foreign Tax
law.


 


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


 


(a)              
If PubCo 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 state or local law, then: (i) the provisions
of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments
and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.


 


(b)               If
PubCo (or any member of a group described in Section 7.11(a)) transfers or is deemed to transfer any Unit or any Reference
Asset to a transferee that is treated as a corporation for United States federal income Tax purposes (other than a member of a group
described in Section 7.11(a)) in a transaction in which the transferee's basis in the property acquired is determined in whole
or in part by reference to such transferor's basis in such property, then PubCo shall cause such transferee to assume the obligation
to make payments hereunder with respect to the applicable Tax Attributes associated with any Reference Asset or interest therein
acquired (directly or indirectly) in such transfer (taking into account any gain recognized in the transaction) in a manner
consistent with the terms of this Agreement as the transferee (or one of its Affiliates) actually realizes Tax benefits from the Tax
Attributes. If OpCo transfers (or is deemed to transfer for United States federal income Tax purposes) any Reference Asset to a
transferee that is treated as a corporation for United States federal income Tax purposes (other than a member of a group described
in Section 7.11(a)) in a transaction in which the transferee's basis in the property acquired is determined in whole or in part
by reference to such transferor's basis in such property, OpCo shall be treated as having disposed of the Reference Asset in a
wholly taxable transaction. The consideration deemed to be received by OpCo in a transaction contemplated in the prior sentence
shall be equal to the fair market value of the deemed transferred asset, plus (i) the amount of debt to which such asset is
subject, in the case of a transfer of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a
transfer of a partnership interest. If any member of a group described in Section 7.11(a) that owns any Unit deconsolidates
from the group (or PubCo deconsolidates from the group), then PubCo shall cause such member (or the parent of the consolidated group
in a case where PubCo deconsolidates from the group) to assume the obligation to make payments hereunder with respect to the
applicable Tax Attributes associated with any Reference Asset it owns (directly or indirectly) in a manner consistent with the terms
of this Agreement as the member (or one of its Affiliates) actually realizes Tax benefits. If a transferee or a member of a group
described in Section 7.11(a) assumes an obligation to make payments hereunder pursuant to either of the foregoing sentences,
then the initial obligor is relieved of the obligation assumed.


 






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(c)              
If PubCo (or any member of a group described in Section 7.11(a)) transfers (or is deemed to transfer for United States federal
income Tax purposes) any Unit in a transaction that is wholly or partially taxable, then for purposes of calculating payments under this
Agreement, OpCo shall be treated as having disposed of the portion of any Reference Asset that is indirectly transferred by PubCo (i.e.,
taking into account the number and type of Units transferred) in a wholly or partially taxable transaction in which all income, gain or
loss is allocated to PubCo. The consideration deemed to be received by OpCo shall be equal to the fair market value of the deemed transferred
asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset or (ii) the
amount of debt allocated to such asset, in the case of a transfer of a partnership interest.


 


Section 7.12       
Confidentiality.


 


(a)              
Subject to the last sentence of Section 6.3, each TRA Party and each of their assignees acknowledge and agree that the information
of PubCo is confidential and, except in the course of performing any duties as necessary for PubCo 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 PubCo and its Affiliates and successors, concerning
OpCo and its Affiliates and successors or the Members, learned by the TRA Party heretofore or hereafter. This Section 7.12 shall
not apply to (i) any information that has been made publicly available by PubCo or any of its Affiliates, becomes public knowledge
(except as a result of an act of the TRA Party in violation of this Agreement) or is generally known to the business community and (ii) the
disclosure of information to the extent necessary for the TRA Party to prepare and file its Tax Returns, to respond to any inquiries regarding
the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such
returns. Notwithstanding anything to the contrary herein, each TRA Party and each of their assignees (and each employee, representative
or other agent of the TRA Party or its assignees, as applicable) may disclose to any and all Persons, without limitation of any kind,
the Tax treatment and Tax structure of PubCo, OpCo and their Affiliates, and any of their transactions, and all materials of any kind
(including opinions or other Tax analyses) that are provided to the TRA Party relating to such Tax treatment and Tax structure.


 


(b)               If
a TRA Party or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12,
PubCo shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or
otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and
agreed that any such breach or threatened breach shall cause irreparable injury to PubCo or any of its Subsidiaries or the TRA
Parties and the accounts and funds managed by PubCo 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.


 






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


 


Section 7.14        TRA
Party Representative. By executing this Agreement, each of the TRA Parties shall be deemed to have irrevocably constituted the
TRA Party Representative as his, her or its agent and attorney in fact with full power of substitution to act from and after the
date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary,
convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the
documents and certificates required pursuant to this Agreement; (ii) except to the extent specifically provided in this
Agreement receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the
provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by the TRA Party
Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or
delivery of any documents that may be necessary or appropriate in connection therewith; (v) amending this Agreement or any of
the instruments to be delivered to PubCo pursuant to this Agreement; (vi) taking actions the TRA Party Representative is
expressly authorized to take pursuant to the other provisions of this Agreement; (vii) negotiating and compromising, on behalf
of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under,
this Agreement or any other agreement contemplated hereby and executing, on behalf of such TRA Parties, any settlement agreement,
release or other document with respect to such dispute or remedy; and (viii) engaging attorneys, accountants, agents or
consultants on behalf of such TRA Parties in connection with this Agreement or any other agreement contemplated hereby and paying
any fees related thereto. The TRA Party Representative may resign upon thirty (30) days' written notice to PubCo. All
reasonable, documented out-of-pocket costs and expenses incurred by the TRA Party Representative in its capacity as such shall be
promptly reimbursed by PubCo upon invoice and reasonable support therefor by the TRA Party Representative. To the fullest extent
permitted by law, none of the TRA Party Representative, any of its Affiliates, or any of the TRA Party Representative's or
Affiliates' directors, officers, employees or other agents (each a "Covered Person") shall be liable, responsible
or accountable in damages or otherwise to any TRA Party, OpCo or PubCo for damages arising from any action taken or omitted to be
taken by the TRA Party Representative or any other Person with respect to OpCo or PubCo, except in the case of any action or
omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Covered Persons may consult with
legal counsel, accountants, and other experts selected by it, and any act or omission suffered or taken by it on behalf of OpCo or
PubCo or in furtherance of the interests of OpCo or PubCo in good faith in reliance upon and in accordance with the advice of such
counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person
with respect to such act or omission; provided, that such counsel, accountants, or other experts were selected with reasonable care.
Each of the Covered Persons may rely in good faith upon, and shall have no liability to OpCo, PubCo or the TRA Parties for acting or
refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the
proper party or parties.


 


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blank]


 






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


 


	 	PUBCO:
	 	 
	 	PRESTON HOLLOW COMMUNITY CAPITAL,
    INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


[Signature Page to Tax
Receivables Agreement]


 






       


     


    

 


	 	TRA PARTY REPRESENTATIVE:
	 	 
	 	PRESTON HOLLOW CAPITAL, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


[Signature Page to Tax
Receivables Agreement]


 






      


     


    

 


	 	TRA PARTY:
	 	 
	 	PRESTON HOLLOW CAPITAL, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


[Signature Page to Tax
Receivables Agreement]


 



       


     


    




 


EXHIBIT A


 


FORM OF JOINDER


 


This JOINDER (this "Joinder")
to the Tax Receivables Agreement (as defined below), is by and among Preston Hollow Community Capital, Inc., a Delaware corporation (including
any successor corporation "PubCo"),          ______________ ("Transferor") and ________________ ("Permitted
Transferee").


 


WHEREAS, on ________________,
Permitted Transferee shall acquire ______ percent of the Transferor's right to receive payments that may become due and payable under
the Tax Receivables Agreement (as defined below) (the "Acquired Interests") from Transferor (the "Acquisition");
and


 


WHEREAS, Transferor, in connection
with the Acquisition, has required Permitted Transferee to execute and deliver this Joinder pursuant to Section 7.6(a) of the Tax
Receivables Agreement, dated as of [_], 2021, between PubCo, and the TRA Parties (as defined therein) (the "Tax Receivables Agreement").


 


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:


 


Section 1.1     Definitions.
To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set
forth in the Tax Receivables Agreement.


 


Section 1.2     Acquisition.
For good and valuable consideration, the sufficiency of which is hereby acknowledged by the Transferor and the Permitted Transferee, the
Transferor hereby transfers and assigns absolutely to the Permitted Transferee all of the Acquired Interests.


 


Section 1.3     Joinder.
Permitted Transferee hereby acknowledges and agrees (i) that it has received and read the Tax Receivables Agreement, (ii) that
the Permitted Transferee is acquiring the Acquired Interests in accordance with and subject to the terms and conditions of the Tax Receivables
Agreement and (iii) to become a "TRA Party" (as defined in the Tax Receivables Agreement) for all purposes of the Tax
Receivables Agreement.


 


Section 1.4     Notice.
Any notice, request, consent, claim, demand, approval, waiver or other communication hereunder to Permitted Transferee shall be
delivered or sent to Permitted Transferee at the address set forth on the signature page hereto in accordance with Section 7.1
of the Tax Receivables Agreement.


 


Section 1.5     Governing
Law. This Joinder shall be governed by and construed in accordance with the law of the State of New York.


 






    
                                                                                      Exh. A 


     


    

 


IN WITNESS WHEREOF, this Joinder
has been duly executed and delivered by Permitted Transferee as of the date first above written.


 


	 	PRESTON HOLLOW COMMUNITY CAPITAL,
    INC.
	 	 
	 	By:	 
	 	 	Name
	 	 	Title:
	 	 
	 	[TRANSFEROR]
	 	 
	 	By:	 
	 	 	Name
	 	 	Title:
	 	 
	 	[PERMITTED TRANSFEREE]
	 	 
	 	By:	 
	 	 	Name
	 	 	Title:
	 	 
	 	Address for notices:




 








    Exh. A