The obligation of the Selling Holders to sell the Repurchased Interests to Desert Newco and the obligation of Desert Newco to purchase and pay for the Repurchased Interests on the Closing Date (as defined below) are subject to the condition that the sale of the Firm Shares pursuant to the Underwriting Agreement shall have closed. The closing of the Repurchase Transaction (the “ Closing ”) shall take place as soon as practicable following the closing of the sale of the Firm Shares (as defined in the Underwriting Agreement) pursuant to the Underwriting Agreement or such other subsequent date as each of the parties hereto agrees to in writing (the “ Closing Date ”). For the avoidance of doubt, the Closing shall be deemed to occur after the completion of any exchange of Class B Common Stock and Units for shares of Class A Common Stock included among the Firm Shares. On the Closing Date, each of the Selling Holders shall deliver to Desert Newco, in a form and in a manner reasonably acceptable to Desert Newco, all of its Repurchased Interests, as set forth on Schedule A hereto, free and clear of all liens, pledges, charges, equities, claims or other encumbrances, together with any further documents or instruments, including, if appropriate, stock powers duly endorsed in blank or stock transfer stamps affixed thereto, or certificates from broker-dealers previously holding liens on such securities or holding such securities for the Selling Holders, reasonably requested by Desert Newco. On the Closing Date, Desert Newco shall pay each of the Selling Holders by wire transfer an amount equal to the Per Unit Repurchase Price multiplied by the number of Repurchased Units being sold to Desert Newco by each Selling Holder, as set forth on Schedule A hereto.