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manager may demand payment thereof upon 20 business days’ prior written notice. Termination of the management services agreement,
by any means, will not affect our manager’s rights with respect to the allocation shares that it owns, including its right to receive
profit allocations, unless our manager exercises its put right to sell such allocation shares to us. Example of Calculation of Manager’s
Profit Allocation Our manager will receive a profit allocation at
the end of the fiscal quarter in which a trigger event occurs, as follows (all dollar amounts are in millions): Assumptions Year 1: Acquisition of Company A Acquisition of Company B Year 4 Company A (or assets thereof) sold for
$25 capital gain (as defined below) over its net book value of assets at time of sale, which is a qualifying trigger event Company A’s average allocated
share of our consolidated net equity over its ownership is $50 Company A’s holding period in
quarters is 12 (assuming that Company A is acquired on the first day of the year) Company A’s contribution-based
profit since acquisition is $5 Year 6: Company B’s contribution-based
profit since acquisition is $7 Company B’s average allocated
share of our consolidated net equity over its ownership is $25 Company B’s holding period in
quarters is 20 Company B’s cumulative gains and
losses are $20 Manager elects to have holding period
measured for purposes of profit allocation for Company B Profit Allocation Calculati Year
4 A, due to sale Year
6 B, due to 5 year hold 1 Contribution-based profit since acquisition for respective subsidiary $ 5 $ 7 2 Gain/ Loss on sale of company 25 0 3 Cumulative gains and losses 25 20 4 High-water mark prior to transaction 0 20 5 Total Profit Allocation Amount (Line 1 + Line 3) 30 27 6 Business’ holding period in quarters since ownership or last measurement due to holding event 12 20 7 Business’ average allocated share of consolidated net equity 50 25 8 Business’ level 1 hurdle amount (2.00% * Line 6 * Line 7) 12 10 9 Business’ excess over level 1 hurdle amount (Line 5 – Line 8) 18 17 10 Business’ level 2 hurdle amount (125% * Line 8) 15 12.5 11 Allocated to manager as “catch-up” (Line 10 – Line 8) 3 2.5 12 Excess over level 2 hurdle amount (Line 9 – Line 11) 15 14.5 13 Allocated to manager from excess over level 2 hurdle amount (20% * Line 12) 3 2.9 14 Cumulative allocation to manager (Line 11 + Line 13) 6 5.4 15 High-water mark allocation (20% * Line 4) 0 4 16 Manager’s Profit Allocation for Current Period (Line 14 – Line 15,> 0) $ 6 $ 1.4 20 For purposes of calculating profit allocati ● An entity’s “ adjusted net assets ” will be equal to, as of any date, the sum of
(i) such entity’s consolidated total assets (as determined in accordance with GAAP) as of such date, plus (ii) the absolute amount
of such entity’s consolidated accumulated amortization of intangibles (as determined in accordance with GAAP) as of such date, minus
(iii) the absolute amount of such entity’s adjusted total liabilities as of such date. ● An entity’s “ adjusted total liabilities ” will be equal to, as of any date, such
entity’s consolidated total liabilities (as determined in accordance with GAAP) as of such date after excluding the effect of any
outstanding third-party indebtedness of such entity. ● A business’ “ allocated share of our overhead ” will be equal to, with respect
to any measurement period as of any calculation date, the aggregate amount of such business’ quarterly share of our overhead for
each fiscal quarter ending during such measurement period. ● A business’ “ average allocated share of our consolidated equity ” will be equal
to, with respect to any measurement period as of any calculation date, the average (i.e., arithmetic mean) of a business’ quarterly
allocated share of our consolidated equity for each fiscal quarter ending during such measurement period. ● “ Capital gains ” (i) means, with respect to any entity, capital gains (as determined
in accordance with GAAP) that are calculated with respect to the sale of capital stock or assets of such entity and which sale gave rise
to a sale event and the calculation of profit allocation and (ii) will be equal to the amount, adjusted for minority interests, by which
(x) the net sales price of such capital stock or assets, as the case may be, exceeded (y) the net book value (as determined in accordance
with GAAP) of such capital stock or assets, as the case may be, at the time of such sale, as reflected on our consolidated balance sheet
prepared in accordance with GAAP; provided, that such amount shall not be less than zero. ● “ Capital losses ” (i) means, with respect to any entity, capital losses (as determined
in accordance with GAAP) that are calculated with respect to the sale of capital stock or assets of such entity and which sale gave rise
to a sale event and the calculation of profit allocation and (ii) will be equal to the amount, adjusted for minority interests, by which
(x) the net book value (as determined in accordance with GAAP) of such capital stock or assets, as the case may be, at the time of such
sale, as reflected on our consolidated balance sheet prepared in accordance with GAAP, exceeded (y) the net sales price of such
capital stock or assets, as the case may be; provided , that such absolute amount thereof shall not be less than zero. ● Our “ consolidated net equity ” will be equal to, as of any date, the sum of (i)
our consolidated total assets (as determined in accordance with GAAP) as of such date, plus (ii) the aggregate amount of asset
impairments (as determined in accordance with GAAP) that were taken relating to any businesses owned by us as of such date, plus (iii) our consolidated accumulated amortization of intangibles (as determined in accordance with GAAP), as of such date minus (iv)
our consolidated total liabilities (as determined in accordance with GAAP) as of such date. ● A business’ “ contribution-based profits” will be equal to, for any measurement
period as of any calculation date, the sum of (i) the aggregate amount of such business’ net income (as determined in accordance
with GAAP and as adjusted for minority interests) with respect to such measurement period (without giving effect to (x) any capital gains
or capital losses realized by such business that arise with respect to the sale of capital stock or assets held by such business and which
sale gave rise to a sale event and the calculation of profit allocation or (y) any expense attributable to the accrual or payment of any
amount of profit allocation or any amount arising under the supplemental put agreement, in each case, to the extent included in the calculation
of such business’ net income), plus (ii) the absolute aggregate amount of such business’ loan expense with respect
to such measurement period, minus (iii) the absolute aggregate amount of such business’ allocated share of our overhead with
respect to such measurement period. ● Our “ cumulative capital gains ” will be equal to, as of any calculation date, the aggregate
amount of capital gains realized by us as of such calculation date, after giving effect to any capital gains realized by us on such calculation
date, since its inception. 21 ● Our “ cumulative capital losses ” will be equal to, as of any calculation date, the aggregate
amount of capital losses realized by us as of such calculation date, after giving effect to any capital losses realized by us on such
calculation date, since its inception. ● Our “ cumulative gains and losses ” will be equal to, as of any calculation date, the sum of (i) the amount of cumulative capital gains as of such calculation date, minus (ii) the absolute amount of cumulative
capital losses as of such calculation date. ● The “ high-water mark ” will be equal to, as of any calculation date, the highest positive
amount of capital gains and losses as of such calculation date that were calculated in connection with a qualifying trigger event that
occurred prior to such calculation date. ● The “ high-water mark allocation ” will be equal to, as of any calculation date, the
product of (i) the amount of the high-water mark as of such calculation date, multiplied by (ii) 20%. ● A business’ “ level 1 hurdle amount ” will be equal to, as of any calculation date,
the product of (i) (x) the quarterly hurdle rate of 2.00% (8% annualized), multiplied by (y) the number of fiscal quarters ending
during such business’ measurement period as of such calculation date, multiplied by (ii) a business’ average allocated
share of our consolidated equity for each fiscal quarter ending during such measurement period. ● A business’ “ level 2 hurdle amount ” will be equal to, as of any calculation date,
the product of (i) (x) the quarterly hurdle rate of 2.5% (10% annualized, which is 125% of the 8% annualized hurdle rate), multiplied
by (y) the number of fiscal quarters ending during such business’ measurement period as of such calculation date, multiplied
by (ii) a business’ average allocated share of our consolidated equity for each fiscal quarter ending during such measurement
period. ● A business’ “ loan expense ” will be equal to, with respect to any measurement
period as of any calculation date, the aggregate amount of all interest or other expenses paid by such business with respect to indebtedness
of such business to either our company or other company businesses with respect to such measurement period. ● The “ measurement period ” will mean, with respect to any business as of any calculation
date, the period from and including the later of (i) the date upon which we acquired a controlling interest in such business and (ii)
the immediately preceding calculation date as of which contribution-based profits were calculated with respect to such business and with
respect to which profit allocation were paid (or, at the election of the allocation member, deferred) by us up to and including such calculation
date. ● Our “ overhead ” will be equal to, with respect to any fiscal quarter, the sum of (i) that portion of our operating expenses (as determined in accordance with GAAP) (without giving effect to any expense attributable
to the accrual or payment of any amount of profit allocation or any amount arising under the supplemental put agreement to the extent
included in the calculation of our operating expenses), including any management fees actually paid by us to our manager, with respect
to such fiscal quarter that are not attributable to any of the businesses owned by us (i.e., operating expenses that do not correspond
to operating expenses of such businesses with respect to such fiscal quarter), plus (ii) our accrued interest expense (as determined
in accordance with GAAP) on any outstanding third-party indebtedness with respect to such fiscal quarter, minus (iii) revenue,
interest income and other income reflected in our unconsolidated financial statements as prepared in accordance with GAAP. ● A “ qualifying trigger event ” will mean, with respect to any business, a trigger event
that gave rise to a calculation of total profit allocation with respect to such business as of any calculation date and (ii) where the
amount of total profit allocation so calculated as of such calculation date exceeded such business’ level 2 hurdle amount as of
such calculation date. ● A business’ “ quarterly allocated share of our consolidated equity ” will be equal
to, with respect to any fiscal quarter, the product of (i) our consolidated net equity as of the last day of such fiscal quarter, multiplied by (ii) a fraction, the numerator of which is such business’ adjusted net assets as of the last day of such fiscal
quarter and the denominator of which is the sum of (x) our adjusted net assets as of the last day of such fiscal quarter, minus (y) the aggregate amount of any cash and cash equivalents as such amount is reflected on our consolidated balance sheet as prepared in
accordance with GAAP that is not taken into account in the calculation of any business’ adjusted net assets as of the last day of
such fiscal quarter. 22 ● A business’ “ quarterly share of our overhead ” will be equal to, with respect
to any fiscal quarter, the product of (i) the absolute amount of our overhead with respect to such fiscal quarter, multiplied
by (ii) a fraction, the numerator of which is such business’ adjusted net assets as of the last day of such fiscal quarter and
the denominator of which is our adjusted net assets as of the last day of such fiscal quarter. ● An entity’s “ third-party indebtedness ” means any indebtedness of such entity
owed to any third-party lenders that are not affiliated with such entity. Supplemental Put Provision In addition to the provisions discussed above,
in consideration of our manager’s acquisition of the allocation shares, our operating agreement contains a supplemental put provision
pursuant to which our manager will have the right to cause us to purchase the allocation shares then owned by our manager upon termination
of the management services agreement. If the management services agreement is terminated
at any time or our manager resigns, then our manager will have the right, but not the obligation, for one year from the date of such termination
or resignation, as the case may be, to elect to cause us to purchase all of the allocation shares then owned by our manager for the put
price as of the put exercise date. For purposes of this provision, the “put
price” is equal to, as of any exercise date, (i) if we terminate the management services agreement, the sum of two separate, independently
made calculations of the aggregate amount of manager’s profit allocation as of such exercise date or (ii) if our manager resigns,
the average of two separate, independently made calculations of the aggregate amount of manager’s profit allocation as of such exercise
date, in each case, calculated assuming that (x) all of the businesses are sold in an orderly fashion for fair market value as of such
exercise date in the order in which the controlling interest in each business was acquired or otherwise obtained by us, (y) the last day
of the fiscal quarter ending immediately prior to such exercise date is the relevant calculation date for purposes of calculating manager’s
profit allocation as of such exercise date. Each of the two separate, independently made calculations of our manager’s profit allocation
for purposes of calculating the put price will be performed by a different investment bank that is engaged by us at our cost and expense.
The put price will be adjusted to account for a final “true-up” of our manager’s profit allocation. We and our manager can mutually agree to permit
us to issue a note in lieu of payment of the put price when due; provided, that if our manager resigns and terminates the management services