thereto; (xiii) the declaration and payment of any dividend or other distribution (subject to certain customary exceptions); (xiv) the entry into any merger, consolidation, recapitalization,
liquidation or sale of all or substantially all of the assets of the Company (subject to certain customary exceptions) or entering into any agreement providing therefor; (xv) voluntarily initiating any liquidation, dissolution or winding up of
the Company or PWP OpCo or permitting the commencement of a proceeding for bankruptcy, insolvency, receivership or similar action; (xvi) the entry into, termination of or material amendment of any material contract; (xvii) the entry into
of any transaction or agreement that would be required to be disclosed by the Company under Item 404 of Regulation S-K under the Securities Act; (xviii) the initiation or settlement of any material
litigation or similar proceeding; or (xix) changes to the Companys taxable year or fiscal year.
The Stockholders Agreement
further provides that the parties to the Stockholders Agreement will take all reasonable actions to provide that (a) for so long as the 5% Condition is satisfied, there will be not more than 15 members of the Board, and that Professionals will
have the right to designate one-third of the nominees for election to the Board, (b) for so long as the 10% Condition is satisfied, Professionals will have the right to designate a majority of the
nominees for election to the Board, and (c) any nominee designated by Professionals will be removed from office upon notice from Professionals to that effect.
The Stockholders Agreement will terminate once the 5% Condition is no longer satisfied.
The foregoing description of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by the full text of
the Stockholders Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
PWP OpCo Limited
Partnership Agreement
On the date of the Closing, PWP OpCo adopted an Amended and Restated Agreement of Limited Partnership of PWP
OpCo (as amended, restated, modified or supplemented from time to time, the PWP OpCo LPA). Through the Companys control of PWP GP, the general partner of PWP OpCo, the Company will have unilateral control (subject to the consent of
PWP OpCos partners on certain limited matters) over the affairs and decisions of PWP OpCo, including the appointment of officers of PWP OpCo. As such, including through such officers and directors, the Company will be responsible for all
operational and administrative decisions of PWP OpCo and the day-to-day management of PWP OpCos business. Furthermore, PWP GP cannot be removed as the general
partner without the Companys approval. No PWP OpCo Class A unitholders, in their capacity as such, will have any authority or right to control the management of PWP OpCo or to bind it in connection with any matter. However, Professionals,
which is ultimately managed by a committee of limited partners that manages Professionals GP, the general partner of Professionals, will have the ability to exercise majority voting control over the Company by virtue of its ownership of all
outstanding shares of Class B-1 common stock.
In accordance with the PWP OpCo LPA, the
Company intends to use best efforts to cause PWP OpCo to make sufficient cash distributions to the holders of partnership units of PWP OpCo to fund their tax obligations in respect of the income of PWP OpCo that is allocated to them. Generally,
these tax distributions will be computed based on the Companys estimate of the net taxable income of PWP OpCo allocable to such holder of partnership units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S.
federal, state and local income tax rate prescribed for an individual or corporation (taking into account the non-deductibility of certain expenses and the character of PWP OpCos income).
The foregoing description of the PWP OpCo LPA does not purport to be complete and is qualified in its entirety by the full text of the PWP
OpCo LPA, a copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
PWP GP LLCA
On the date of the Closing, the Company, in its capacity as the sole and managing member of PWP GP, entered into the Amended and Restated
Limited Liability Company Agreement of PWP GP (the PWP GP LLCA), which, among other things, provides that PWP GP will act as general partner of PWP OpCo.
The foregoing description of the PWP GP LLCA does not purport to be complete and is qualified in its entirety by the full text of the PWP GP
LLCA, a copy of which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.
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