Form 8-K

8-K — Yesway, Inc.

Accession: 0001104659-26-049520

Filed: 2026-04-27

Period: 2026-04-21

CIK: 0001859836

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2527636d21_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2527636d21_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (tm2527636d21_ex3-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2527636d21_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2527636d21_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2527636d21_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2527636d21_ex10-4.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2527636d21_8k.htm · Sequence: 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

April 21, 2026

Yesway, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43243

86-3446060

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2301 Eagle Parkway

Fort Worth, TX 76177

(Address of registrant’s principal executive

offices, including zip code)

(682) 428-2400

(Registrant’s

telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value per share

YSWY

The Nasdaq Global Select Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the initial public

offering (the “Offering”) by Yesway, Inc. (the “Company”) of its Class A common stock, par value $0.0001

(the “Class A Common Stock”), described in the prospectus (the “Prospectus”), dated April 21, 2026, filed

with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities

Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-294679) (as amended, the

“Registration Statement”), the Company entered into the following agreements, the forms of which were previously filed

as exhibits to the Registration Statement:

•

a Tax Receivable Agreement, dated April 21, 2026,

by and among the Company, BW Ultimate Parent, LLC, the TRA Parties (as defined therein), the Brookwood Nominee (as defined therein), and

each of the other Persons (as defined therein) from time to time party thereto, a copy of which is filed as Exhibit 10.1 to this Current

Report on Form 8-K and is incorporated herein by reference;

•

a Fourth Amended and Restated Limited Liability Company Agreement of BW Ultimate Parent, LLC, dated April 21, 2026, by and among BW Ultimate Parent, LLC, the Company and the other Members (as defined therein), a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference;

•

a Stockholders Agreement, dated April 21, 2026,

by and among the Company and the Brookwood Parties (as defined therein), a copy of which is filed as Exhibit 10.3 to this Current Report

on Form 8-K and is incorporated herein by reference; and

•

a Registration Rights Agreement, dated April 21, 2026, by and among the Company and each other Person identified on the Schedule of Holders (as defined therein) attached thereto, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

The terms of these agreements are substantially

the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described in the

Prospectus.

Item 3.02 Unregistered Sales of Equity Securities.

On April 21, 2026, the Company issued (i) to

the Blocker Shareholders (as defined in the Prospectus), 15,085,561 shares of Class A Common Stock of the Company, and (ii) to the Continuing

Equity Owners (as defined in the Prospectus), 32,009,185 shares of Class B common stock, par value $0.0001 per share (the “Class

B Common Stock”), as contemplated by the Transactions described in the Prospectus. The shares of Class A Common Stock issued to

the Blocker Shareholders were issued as consideration for the Blocker Mergers (as defined in the Prospectus). The shares of Class B Common

Stock were issued for aggregate nominal consideration equal to the par value of such shares.

No underwriters were involved in the issuance

and sale of such shares of Class A Common Stock or Class B Common Stock.

Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth under Item 5.03 below

is incorporated by reference in this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Effective April 21, 2026, Thomas W. Brown, Shauna

J. Clark, Ronald C. Lewis, Greg M. Papazian and Jill A. Soltau (collectively, the “Elected Directors”) were elected to the

board of directors of the Company. Ms. Soltau, Mr. Lewis and Ms. Clark will serve on the Company’s audit committee. Mr. Brown, Mr.

Lewis and Mr. Papazian will serve on the Company’s nominating and corporate governance committee. Ms. Clark, Mr. Papazian and Ms.

Soltau will serve on the Company’s compensation committee. Biographical information regarding the Elected Directors has previously

been reported by the Company in the Prospectus.

Ms. Clark, Mr. Lewis, Mr. Papazian and Ms. Soltau

will participate in the Company’s non-employee director compensation program as described under the “Non-Employee Director

Compensation Policy” section in the Prospectus. Each of the Elected Directors has entered into an indemnification agreement with

the Company, dated April 21, 2026.

Mr. Brown, Mr. Papazian and Thomas N. Trkla will

serve as the Company’s initial Brookwood Directors pursuant to the Stockholders Agreement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 21, 2026, the Company amended and restated

its articles of incorporation (the “Charter”) with the Secretary of State of the State of Delaware, in the form previously

filed as Exhibit 3.1 to the Registration Statement, and the Company’s amended and restated bylaws (the “Bylaws”), in

the form previously filed as Exhibit 3.2 to the Registration Statement, became effective. The Charter, among other things, provides that

the Company’s authorized capital stock consists of 500,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B common

stock and 10,000,000 shares of preferred stock. A description of the Company’s capital stock, after giving effect to the adoption

of the Charter and Bylaws, has previously been reported by the Company in the Registration Statement. The Charter and Bylaws are filed

herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On April 23, 2026, the Company completed the

Offering of 14,000,000 shares of its Class A Common Stock at a price to the public of $20.00 per share, pursuant to the Prospectus.

The gross proceeds to the Company from the sale of such shares in the Offering were $280,000,000, before deducting underwriting

discounts and commissions. The Company also granted the underwriters an option (the “Option”) to purchase up to an

additional 2,100,000 shares of Class A Common Stock at the same price for a period of 30 days following April 21, 2026. The

underwriters exercised the Option in full on April 24, 2026, and the sale of the 2,100,000 shares of Class A Common Stock to the

underwriters closed on April 27, 2026. The gross proceeds to the Company from the sale of such shares pursuant to the Option were

$42,000,000, before deducting underwriting discounts and commissions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Amended and Restated Certificate of Incorporation of Yesway, Inc.

3.2

Amended and Restated Bylaws of Yesway, Inc.

10.1

Tax Receivable Agreement, dated April 21, 2026, by and among Yesway, Inc., BW Ultimate Parent, LLC, the TRA Parties, the Brookwood Nominee, and each of the other Persons from time to time party thereto.

10.2§+

Fourth Amended and Restated Limited Liability Company Agreement of BW Ultimate Parent, LLC, dated April 21, 2026, by and among BW Ultimate Parent, LLC, Yesway, Inc. and the other Members.

10.3§

Stockholders Agreement, dated April 21, 2026, by and among Yesway, Inc. and the Brookwood Parties.

10.4

Registration Rights Agreement, dated April 21, 2026, by and among Yesway, Inc. and each other Person identified on the Schedule of Holders attached thereto.

Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6).

Certain of the schedules and attachments to this exhibit have been

omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted

materials to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

YESWAY, INC.

By:

/s/ Ericka L. Ayles

Name:

Ericka L. Ayles

Title:

Chief Financial Officer and Treasurer

Date: April 27, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2527636d21_ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION

YESWAY, INC.

Yesway, Inc., a corporation

organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1.            The

original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware

on April 23, 2021 (the “Original Certificate”).

2.            The

Corporation is filing this Amended and Restated Certificate of Incorporation of the Corporation (this “Certificate of Incorporation”),

which restates, integrates and further amends the Original Certificate, as heretofore amended and which was duly adopted by all necessary

action of the board of directors of the Corporation and the stockholders of the Corporation in accordance with the provisions of Sections

242, 245 and 228 of the General Corporation Law of the State of Delaware.

3.            The

text of the Original Certificate is hereby amended and restated in its entirety hereby to read in full as follows:

Article I.

The name of the corporation

is Yesway, Inc. (the “Corporation”).

Article II.

The

address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, New Castle County, Wilmington,

Delaware, 19808. The name of its registered agent at such address is Corporation Service Company.

Article III.

The nature of the business

of the Corporation and the objects or purposes to be transacted, promoted or carried on by the Corporation is to engage in any lawful

act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”)

as it now exists or may hereafter be amended and supplemented, including, without limitation, (i) investing in securities of BW

Ultimate Parent, LLC, a Delaware limited liability company, or any successor entities thereto (“Parent LLC”)

and any of its subsidiaries, (ii) exercising all rights, powers, privileges and other incidents of ownership or possession with

respect to the Corporation’s assets, including managing, holding, selling and disposing of such assets and (iii) engaging

in any other activities incidental or ancillary thereto.

Article IV.

Section 4.1

Authorized Stock.

(a)           The

total number of shares of all classes of stock that the Corporation is authorized to issue is six hundred sixty million (660,000,000),

consisting of three classes as follows:

(i)            five

hundred million (500,000,000) shares of Class A common stock, with a par value of $0.0001 per share (the “Class A

Common Stock”);

(ii)           one

hundred fifty million (150,000,000) shares of Class B common stock, with a par value of $0.0001 per share (the “Class B

Common Stock” and, together with the Class A Common Stock, the “Common Stock”); and

(iii)          ten

million (10,000,000) shares of preferred stock, with a par value of $0.0001 per share (the “Preferred Stock”).

(b)           Recapitalization.

Effective upon the filing and effectiveness of this Certificate of Incorporation with the Secretary of State of the State of Delaware

(the “Effective Time”), all shares of common stock, par value $0.001 per share, of the Corporation issued and

outstanding (or held in treasury) immediately prior to the Effective Time (the “Existing Common Stock”) shall

be reclassified as and become, in the aggregate, one (1) fully paid and non-assessable share of Class A Common Stock (the “Recapitalization”).

The Recapitalization shall occur automatically without any further action by the Corporation or the holders of Existing Common Stock.

The outstanding stock certificate that, immediately prior to the Effective Time, represented the outstanding Existing Common Stock shall,

from and after the Effective Time, be deemed to represent one (1) share of Class A Common Stock, without the need for surrender

or exchange thereof.

Section 4.2             Preferred

Stock. The board of directors of the Corporation (the “Board of Directors”) is authorized, to provide,

out of the unissued shares of Preferred Stock, for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate

pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock

Designation”), to establish from time to time the number of shares to be included in each such series and to fix the powers,

designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions

thereof, including, without limitation, the authority to fix or alter the dividend rights, dividend rates, conversion rights, exchange

rights, voting rights, rights and terms of redemption (including sinking and purchase fund provisions), the redemption price or prices,

restrictions on the issuance of shares of such series, the dissolution preferences and the rights in respect of any distribution of assets

of any wholly unissued series of Preferred Stock and the number of shares constituting any such series, and the designation thereof,

or any of them and to increase (but not above the total number of authorized shares of Preferred Stock) or decrease (but not below the

number of shares of such series then outstanding) the number of shares of any series so created (except where otherwise provided in the

Preferred Stock Designation), subsequent to the issue of that series. In case the authorized number of shares of any series shall be

so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally

fixing the number of shares of such series. There shall be no limitation or restriction on any variation between any of the different

series of Preferred Stock as to the designations, powers, preferences and relative, participating, optional or other special rights,

and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may vary in any and all respects

as fixed and determined by the resolution or resolutions of the Board of Directors or by a duly authorized committee of the Board of

Directors, providing for the issuance of the various series of Preferred Stock.

Section 4.3             Number

of Authorized Shares. The number of authorized shares of any of the Class A Common Stock, Class B Common Stock or Preferred

Stock may be increased or decreased (but not below the number of shares thereof then outstanding) without a separate vote of any holders

of shares of Class A Common Stock, Class B Common Stock or Preferred Stock irrespective of the provisions of Section 242(b)(2) of

the DGCL, subject to any separate vote of any such holders required pursuant to the terms of any Preferred Stock Designation.

Section 4.4             Class A

Common Stock and Class B Common Stock. The powers, preferences and rights of the Class A Common Stock and the Class B

Common Stock, and the qualifications, limitations or restrictions thereof are as follows:

(a)            Voting

Rights. Except as otherwise required by law,

(i)            Each

share of Class A Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per

share in person or by proxy on all matters submitted to a vote of the holders of Class A Common Stock, whether voting separately

as a class or otherwise.

(ii)           Each

share of Class B Common Stock shall entitle the record holder thereof as of the applicable record date to one (1) vote per

share in person or by proxy on all matters submitted to a vote of the holders of Class B Common Stock, whether voting separately

as a class or otherwise.

(iii)          Except

as otherwise required by applicable law or this Certificate of Incorporation, the holders of shares of Class A Common Stock and

Class B Common Stock shall vote together as a single class (or, if any holders of shares of Preferred Stock are entitled to vote

together with the holders of Class A Common Stock and Class B Common Stock, as a single class with such holders of Preferred

Stock) on all matters submitted to a vote of stockholders of the Corporation.

(b)           Dividends.

(i)            Subject

to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock

having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends

may be declared and paid on the Class A Common Stock out of the assets or funds of the Corporation that are by law available therefor,

at such times and in such amounts as the Board of Directors in its discretion shall determine. Other than in connection with a dividend

declared by the Board of Directors in connection with a “poison pill” or similar stockholder rights plan, or to the extent

required by clause (ii) below, dividends shall not be declared or paid on the Class B Common Stock and the holders of shares

of Class B Common Stock shall have no right to receive dividends in respect of such shares of Class B Common Stock.

(ii)           In

no event will any stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization be declared

or made on any class of Common Stock (each, a “Stock Adjustment”) unless a corresponding Stock Adjustment for

all other classes of Common Stock at the time outstanding is made in the same proportion and the same manner (unless the holders of shares

representing a majority of the voting power of any such other class of Common Stock (voting separately as a single class) consent to

or vote to approve a waiver of such requirement, in which event no such Stock Adjustment need be made for such other class of Common

Stock).

Rights. In the event of liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary,

after payment or provision for payment of the debts and other liabilities of the Corporation and after making provisions for preferential

and other amounts, if any, to which the holders of Preferred Stock or any class or series of stock having a preference over or the right

to participate with the Class A Common Stock with respect to payments in liquidation shall be entitled, the remaining assets and

funds of the Corporation available for distribution shall be divided among the holders of all outstanding shares of Class A Common

Stock and Class B Common Stock, such that (i) the holders of shares of Common Stock shall be entitled to receive $0.0001 per

share (provided that if there shall be insufficient funds to pay the holders of all outstanding shares of Common Stock such amount, the

holders of shares of Common Stock shall participate ratably in the distribution of such available funds), (ii) the holders of shares

of Class A Common Stock shall share ratably in any such remaining assets and funds in proportion to the number of shares held by

each such stockholder, and (iii) the holders of shares of Class B Common Stock, as such, shall not be entitled to receive any

other assets of funds of the Corporation. A consolidation, reorganization or merger of the Corporation with any other Person or Persons

(as defined below), or a sale of all or substantially all of the assets of the Corporation, shall not be considered to be a dissolution,

liquidation or winding up of the Corporation within the meaning of this Section 4.4(c).

(d)           Class B

Common Stock.

(i)            Shares

of Class B Common Stock may be issued only to, and registered only in the name of, the Existing Owners (as defined below), their

respective successors and assigns as well as their Permitted Transferees (as defined below) in accordance with Section 4.5

(including all subsequent successors, assigns and Permitted Transferees) (the Existing Owners together with such Persons, collectively,

the “Permitted Class B Owners”) and the aggregate number of shares of Class B Common Stock at any

time registered in the name of each such Permitted Class B Owner must be equal to the aggregate number of Common Units held of record

at such time by such Permitted Class B Owner under the LLC Agreement (as defined below).

(ii)           As

used in this Certificate of Incorporation, (A) “Existing Owner” means each of the holders of Common Units

(other than the Corporation) of Parent LLC, as set forth on Schedule 1 of the LLC Agreement (as such Schedule 1 may be

amended from time to time in accordance with the LLC Agreement), (B) “Common Unit” means a limited liability

company interest in Parent LLC, authorized and issued under the Fourth Amended and Restated Limited Liability Company Agreement of Parent

LLC, dated as of the date hereof, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise

modified from time to time (the “LLC Agreement”), and constituting a “Common Unit” as defined in

such LLC Agreement; (C) “Permitted Transfer” shall mean any of the following Transfers (as defined below),

and “Permitted Transferee” shall mean the transferee of such Transfers: (I)(X) a Transfer (as defined

below) pursuant to a Redemption or Direct Exchange (each, as defined below) in accordance with Article XI of the LLC Agreement

or that are necessary or desirable to comply with Sections 3.04 or 3.05 of the LLC Agreement as determined by the Corporation

(as the manager of the Parent LLC or (Y) a Transfer by a member of the Parent LLC to the Corporation or any of its subsidiaries,

(II) a Transfer to an Affiliate of such Member; (III) an indirect Transfer of any Units held by any Brookwood Related Party

by virtue of a direct or indirect Transfer of any equity interests in such Brookwood Related Party, to any existing or potential direct

or indirect investor, co-investor or limited partner of such Brookwood Related Party, in each case, so long as BW Gas & Convenience

Fund GP, LLC or BW Gas & Convenience Fund II GP, LLC or BW Gas & Convenience Fund III GP, LLC continues to control

such Brookwood Related Party following such Transfer; (IV) a Transfer by a Member that is a natural person (or that is an estate-planning

Person controlled by a natural person) for estate-planning purposes of such Member to an Estate Planning Vehicle of such Member or (V) in

the case of each of a Brookwood Related Party, a any bona fide pledge or collateralization of the Common Units held by a Member to a

financial institution of international standing in connection with any bona fide loan or debt transaction (a “Permitted Pledge”);

provided, however, that (1) the restrictions contained in this Agreement and the LLC Agreement shall continue

to apply to Common Units after any Permitted Transfer of such Common Units, (2) in the case of the foregoing clause (II), the Permitted

Transferees of the Common Units so Transferred shall agree in writing to be bound by the provisions of this Agreement, and prior to such

Transfer the transferor shall deliver a written notice to the Parent LLC and the Members, which notice shall disclose in reasonable detail

the identity of the proposed Permitted Transferee and (3) in the case of clause (V), in the event that the lender to whom the applicable

Common Units have been pledged forecloses on such Common Units, such Common Units shall automatically be exchanged for Class A Common

Stock, and any shares of Class B Common Stock (together with any rights issued with respect to a share of Class A Common Stock

or Class B Common Stock pursuant to a “poison pill” or similar stockholder rights plan approved by the Board of Directors

(“Corresponding Rights”)) corresponding to such Common Units shall be canceled and retired, in each case, with

the provisions of Article XI of the LLC Agreement applying to such Transfer mutatis mutandis (applied for this purpose

as if the Corporation had delivered written notice electing a Share Settlement with respect to such Redemption, and with the applicable

date of Redemption occurring on the date of such foreclosure) such that, for the avoidance of doubt, the applicable lender shall never

take ownership of such Common Units or shares of Class B Common Stock (and shall not become a Member hereunder), and instead shall

take ownership of the applicable shares of Class A Common Stock upon such foreclosure; provided further, in the case of a

Permitted Transfer of any Common Units by any Member that is authorized to hold Class B Common Stock in accordance with this Certificate

of Incorporation to a Permitted Transferee in accordance with Section 10.02 of the LLC Agreement, such Member (or any subsequent

Permitted Transferee of such Member) shall also transfer a number of shares of Class B Common Stock equal to the number of Common

Units that were transferred by such Member (or subsequent Permitted Transferee) in the transaction to such Permitted Transferee; (D) “Transfer”

(and, with a correlative meaning, “Transferring”) means any sale, transfer, assignment, redemption, pledge,

encumbrance or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or

involuntarily or by operation of any laws, statutes, ordinances, rules and regulations of any Governmental Entity) (a) any

interest (legal or beneficial) in any Equity Securities or (b) any equity or other interest (legal or beneficial) in any Member

if substantially all of the assets of such Member consist solely of Units; (E) “Governmental Entity” means

(I) the United States of America, (II) any other sovereign nation, (III) any state, province, district, territory or other

political subdivision of (I) or (II) of this definition, including, but not limited to, any county, municipal or other local

subdivision of the foregoing, or (d) any agency, arbitrator or arbitral body, authority, board, body, bureau, commission, court,

department, entity, instrumentality, organization or tribunal exercising executive, legislative, judicial, regulatory or administrative

functions of government on behalf of (I), (II) or (III) of this definition; (F) “Redemption”

means the Company redeeming all or any portion of a Member’s Common Units pursuant to Section 11.01 of the LLC Agreement;

(G) “Direct Exchange” means the exchange of Redeemed Units for the Share Settlement or the Cash Settlement,

as the case may be, through a direct exchange of any Common Units that that a Member intends to have the Parent LLC redeem pursuant to

a Redemption and the number of shares of Class A Common Stock (together with any Corresponding Rights) equal to the number of Redeemed

Units (a “Share Settlement”) or the immediately available funds in U.S. dollars in an amount equal to the Redeemed

Units Equivalent (a “Cash Settlement”); provided that such funds are (I) in the case of a Redemption occurring

in connection with the closing of the initial underwritten public offering of shares of the Corporation’s Class A Common Stock

(“IPO”), funds that are received from the IPO, and (II) in any other case, funds that are received from

a private or public offering of shares of Class A Common Stock by the Corporation following the IPO, as applicable, between the

Member redeeming pursuant to a Redemption and the Corporation; (H) “Estate Planning Vehicle” means with

respect to any Member that is a natural person, (I) a trust which is at all times controlled by such Member under which a distribution

of such member of the Parent LLC’s Common Units may be made only to beneficiaries who are such Member, his or her spouse, his or

her parents or his or her lineal descendants, (II) a charitable remainder trust which is at all times controlled by such Member,

the income from which will be paid to such Member during his or her life, (III) a corporation, the sole assets of which are Equity

Securities in the Company, and at all times the majority and controlling shareholder of which is only such Member and the remaining shareholders

of which are either such Member or his or her spouse, his or her parents or his or her lineal descendants and (IV) a partnership

or limited liability company, the sole assets of which are Equity Securities in the Company, and at all times the general partner or

managing or majority member of which is only such Member, and the remaining partners or members of which are either such Member or his

or her spouse, his or her parents or his or her lineal descendants; (I) “Equity Securities” means (I) Common

Units or other equity interests in the Parent LLC or any subsidiary of the Parent LLC (including other classes or groups thereof having

such relative rights, powers and duties as may from time to time be established by the Corporation (as manager of Parent LLC) pursuant

to the provisions of the LLC Agreement, including rights, powers and/or duties senior to existing classes and groups of Units and other

equity interests in the Parent LLC or any subsidiary of the Parent LLC), (b) obligations, evidences of indebtedness or other securities

or interests convertible or exchangeable into Common Units or other equity interests in the Parent LLC or any subsidiary of the Parent

LLC, and (c) warrants, options or other rights to purchase or otherwise acquire Common Units or other equity interests in the Parent

LLC or any subsidiary of Parent LLC.

(iii)          The

Corporation shall, to the fullest extent permitted by law, undertake all necessary and appropriate action to ensure that the number of

shares of Class B Common Stock issued by the Corporation at any time to, or otherwise held of record by, any Permitted Class B

Owner shall be equal to the aggregate number of Common Units held of record by such Permitted Class B Owner in accordance with the

terms of the LLC Agreement.

(iv)          In

the event that there is a Change of Control (as defined below) of the Corporation that was approved by the Board of Directors prior to

such Change of Control, without limiting the rights of the holders of Class B Common Stock to have their Common Units redeemed or

exchanged in accordance with Article XI of the LLC Agreement, then the holders of shares of Class B Common Stock shall

not be entitled to receive more than $0.0001 per share of Class B Common Stock, whether in the form of consideration for such shares

or in the form of a distribution of the proceeds of a sale of all or substantially all of the assets of the Corporation with respect

to such shares.

Section 4.5             Transfer

of Class B Common Stock.

(a)            A

holder of Class B Common Stock may surrender and transfer shares of Class B Common Stock to the Corporation for cancellation

for no consideration at any time. Following the surrender and transfer, or other acquisition, of any shares of Class B Common Stock

to or by the Corporation, the Corporation will take all actions necessary to cancel and retire such shares and such shares shall not

be re-issued by the Corporation.

(b)           Except

as set forth in Section 4.5(a), a holder of Class B Common Stock may transfer or assign shares of Class B Common

Stock (or any legal or beneficial interest in such shares) (directly or indirectly, including by operation of law) only to a Permitted

Transferee of such holder, and only if such holder also simultaneously transfers an equal number of such holder’s Common Units

to such Permitted Transferee in compliance with the LLC Agreement. The transfer restrictions described in this Section 4.5(b) are

referred to as the “Restrictions”.

purported transfer of shares of Class B Common Stock in violation of the Restrictions shall be null and void ab initio. If,

notwithstanding the Restrictions, a Person shall, voluntarily or involuntarily, purportedly become or attempt to become, the purported

owner (“Purported Owner”) of shares of Class B Common Stock in violation of the Restrictions, then the

Purported Owner shall not obtain any rights in, to or with respect to such shares of Class B Common Stock (the “Restricted

Shares”), and the purported transfer of the Restricted Shares to the Purported Owner shall not be recognized by the Corporation,

the Corporation’s transfer agent (the “Transfer Agent”) or the Secretary of the Corporation and each

holder of such Restricted Share shall, to the fullest extent permitted by law, automatically, without any further action on the part

of the Corporation, the holder thereof, the Purported Owner or any other party, not be entitled to any voting rights with respect to

those shares.

(d)           Upon

a determination by the Board of Directors that a Person has attempted or may attempt to transfer or to acquire Restricted Shares in violation

of the Restrictions, the Corporation may take such action as it deems advisable to refuse to give effect to such transfer or acquisition

on the books and records of the Corporation, including without limitation to cause the Transfer Agent or the Secretary of the Corporation,

as applicable, to not record the Purported Owner as the record owner of the Restricted Shares, and to institute proceedings to enjoin

or rescind any such transfer or acquisition.

(e)            The

Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind, by bylaw or otherwise,

regulations and procedures not inconsistent with the provisions of this Section 4.5 for determining whether any transfer

or acquisition of shares of Class B Common Stock would violate the Restrictions and for the orderly application, administration

and implementation of the provisions of this Section 4.5. Any such procedures and regulations shall be kept on file with

the Secretary of the Corporation and with the Transfer Agent and shall be made available for inspection by and, upon written request

shall be mailed to, holders of shares of Class B Common Stock.

(f)            As

used in this Section 4.5, the term “Transfer”, as it relates to the shares of Class B Common

Stock, shall not be deemed to include any bona fide pledge or collateralization by a holder thereof to a financial institution of international

standing in connection with any bona fide loan or debt transaction if such holder is, in connection therewith, making a Permitted Pledge

of Common Units corresponding to such shares pursuant to Section 10.02(v) of the LLC Agreement; provided, that in the event

that the lender to whom the applicable shares of Class B Common Stock have been pledged forecloses on such shares, such shares (together

with any Corresponding Rights) shall be automatically canceled and retired as contemplated by Section 10.02(v) of the LLC Agreement

such that, for the avoidance of doubt, the applicable lender shall never take ownership of such shares of Class B Common Stock.

Section 4.6             Certificates.

All certificates or book entries representing shares of Class B Common Stock shall bear a legend substantially in the following

form (or in such other form as the Board of Directors may determine):

THE SECURITIES REPRESENTED BY THIS BOOK

ENTRY ARE SUBJECT TO THE RESTRICTIONS (INCLUDING RESTRICTIONS ON TRANSFER) SET FORTH IN THE CERTIFICATE OF INCORPORATION OF THE CORPORATION

AS IT MAY BE AMENDED AND RESTATED (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE CORPORATION AND SHALL BE PROVIDED FREE OF

CHARGE TO ANY STOCKHOLDER MAKING A REQUEST THEREFOR).

Section 4.7             Fractions.

Shares of Class A Common Stock and Class B Common Stock may be issued and transferred in fractions of a share which shall entitle

the holder to exercise fractional voting rights and to have the benefit of all other rights of holders of Class A Common Stock and

Class B Common Stock, as applicable. Subject to the Restrictions, holders of shares of Class A Common Stock and Class B

Common Stock shall be entitled to transfer fractions thereof and the Corporation shall, and shall cause the Transfer Agent to, facilitate

any such transfers, including by issuing certificates or making book entries representing any such fractional shares. For all purposes

of this Certificate of Incorporation, all references to Class A Common Stock and Class B Common Stock or any share thereof

(whether in the singular or plural) shall be deemed to include references to any fraction of a share of such Class A Common Stock

or Class B Common Stock.

Section 4.8             Amendment.

Except as otherwise required

by law, holders of Class A Common Stock and Class B Common Stock shall not be entitled to vote on any amendment to this Certificate

of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred

Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series,

to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or the DGCL.

Article V.

The

Corporation shall at all times reserve and keep available out of its authorized but unissued shares or other securities at least as many

shares (including shares of Class A Common Stock) or other securities equal to the number of Common Units held by the holders of

Common Units (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation).

Article VI.

The Board of Directors is

expressly authorized to adopt, amend and repeal the bylaws of the Corporation (the “Bylaws”). The stockholders

may also adopt, amend and repeal the Bylaws, provided, however, that notwithstanding anything to the contrary contained in this Certificate

of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholders, at any time when Brookwood beneficially

owns, in the aggregate, less than a majority of the voting power of the stock of the Corporation entitled to vote generally in the election

of directors, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by any provision

of this Certificate of Incorporation (including any Preferred Stock Designation), the Bylaws or applicable law, the affirmative vote

of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding voting stock of the

Corporation entitled to vote, voting together as a single class, shall be required in order for the stockholders of the Corporation to

alter, amend or repeal, in whole or in part, any provision of the Bylaws.

Article VII.

Section 7.1             Ballot.

Elections of directors (each such director, in such capacity, a “Director”) need not be by written ballot unless

the Bylaws shall so provide.

Section 7.2             Number

and Terms of the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect directors under

specified circumstances, the number of Directors shall be fixed from time to time exclusively by a majority of the Whole Board of Directors;

provided, that for as long as that certain stockholders agreement, dated as of April 21, 2026, by and among the

Corporation and the other Persons party thereto (as it may be amended from time to time in accordance with its terms, the “Stockholders

Agreement”) is in effect, the number of Directors shall never be less than the aggregate number of Directors that the parties

to the Stockholders Agreement are entitled to designate from time to time pursuant to Section 1 thereof. For purposes of this Certificate

of Incorporation, the term “Whole Board of Directors” shall mean the total number of authorized directors (from

time to time) whether or not there exist any vacancies.

Section 7.3             Newly

Created Directorships and Vacancies. Except as otherwise required by law and the separate rights of the holders of any series of

Preferred Stock then outstanding, unless the Board of Directors otherwise determines, newly created directorships resulting from any

increase in the authorized number of directors or any vacancies on the Board of Directors resulting from the death, resignation, disqualification,

removal from office or other cause shall be filled only by a majority vote of the Directors then in office, though less than a quorum,

or by a sole remaining Director entitled to vote thereon, and not by the stockholders. Any Director so chosen shall hold office until

the next election of the class for which such Director shall have been chosen and until his or her successor shall be elected and qualified.

Section 7.4             Removal

of Directors. At any time when Brookwood beneficially owns, in the aggregate, at least a majority of the voting power of the Corporation

entitled to vote generally in the election of directors, any Director may be removed with or without cause with an affirmative vote of

the holders of a majority of the voting power of all the outstanding shares of stock entitled to vote generally in the election of directors.

At any time when Brookwood beneficially owns, in the aggregate, less than a majority of the voting power of the Corporation entitled

to vote generally in the election of directors, subject to the rights of the holders of any series of Preferred Stock then outstanding,

for as long as this Certificate of Incorporation provides for a classified Board of Directors, any Director, or the entire Board of Directors,

may be removed only for cause and only by an affirmative vote of the holders at least sixty-six and two-thirds percent (66 2/3%) of the

voting power of all the outstanding shares of stock entitled to vote generally in the election of directors.

Section 7.5             Classified

Board. The Directors shall be classified, with respect to the time for which they shall hold their respective offices, by dividing

them into three (3) classes, with each Director then in office to be designated as a Class I Director, a Class II Director

or a Class III Director. The initial Directors in each class shall be assigned to each class in accordance with a resolution or

resolutions adopted by the Board of Directors. The initial Class I Directors shall serve for a term expiring at the first annual

meeting of stockholders of the Corporation following the time at which the initial classification of the Board becomes effective; the

initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the time at which

the initial classification of the Board becomes effective; and the initial Class III Directors shall serve for a term expiring at

the third annual meeting of stockholders following the time at which the initial classification of the Board becomes effective. Each

director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders

at which such director was elected and until his or her successor is duly elected and qualified, subject to the other provisions of this

Section 7.5 and such Director’s earlier death, resignation or removal in accordance with Section 7.4 of

this Certificate of Incorporation. No decrease in the number of directors shall shorten the term of any incumbent director. The provisions

of this Section 7.5 are subject to the rights of the holders of any class or series of Preferred Stock to elect directors

and such directors need not serve classified terms.

Section 7.6             Preferred

Stock Directors. During any period when the holders of one or more series of Preferred Stock shall have the separate right to elect

additional directors of the Corporation as provided for or fixed pursuant to the provisions of this Certificate of Incorporation (including

any Preferred Stock Designation) and upon commencement and for the duration of the period during which such right continues: (i) the

then otherwise total authorized number of directors of the Corporation shall automatically be increased by such number of directors that

the holders of any series of Preferred Stock have a right to elect, and the holders of such Preferred Stock shall be entitled to elect

the additional directors so provided for or fixed pursuant to said provisions; and (ii) each such additional director shall serve

until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office

terminates pursuant to said provisions, whichever occurs earlier, subject to such additional director’s earlier death, resignation,

disqualification or removal. Except as otherwise provided for or fixed pursuant to the provisions of ‎this Certificate of Incorporation

(including any Preferred Stock Designation), whenever the holders of one or more series of Preferred Stock having a separate right to

elect additional directors cease to have or are otherwise divested of such right pursuant to said provisions, the terms of office of

all such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from

the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such

additional director shall cease to be qualified as a director and shall cease to be a director). The total authorized number of directors

of the Corporation shall be automatically reduced accordingly.

Section 7.7             Notice.

Advance notice of stockholder nominations for election of Directors and other business to be brought by stockholders before a meeting

of stockholders shall be given in the manner provided by the Bylaws.

Article VIII.

At any time when Brookwood

beneficially owns, in the aggregate, at least a majority of the voting power of the Corporation entitled to vote generally in the election

of directors, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting,

without prior notice and without a vote, if a consent or consents, setting forth the action so taken, are (1) signed by the holders

of outstanding shares of the Corporation representing not less than the minimum number of votes that would be necessary to authorize

or take such action at a meeting at which all shares of stock of the Corporation then issued and outstanding entitled to vote thereon

were present and voted, and (2) delivered to the Corporation in accordance with applicable law. From and after the time when Brookwood

beneficially owns, in the aggregate, less than a majority of the voting power of the Corporation entitled to vote generally in the election

of directors, any action required or permitted to be taken at any annual or special meeting of stockholders must be effected at a duly

called annual or special meeting of such holders and may not be effected by consent in lieu of a meeting; provided, however,

that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a

class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly

so provided by the applicable Preferred Stock Designation.

Article IX.

The Corporation reserves

the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter

prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, that

(x) any amendment (including by merger, consolidation or otherwise) to this Certificate of Incorporation that gives holders of the

Class B Common Stock (i) any rights to receive dividends (other than as set forth in the first sentence of Section 4.4(c) of

Article IV) or any other kind of distribution other than in connection with a dissolution or liquidation pursuant to Section 4.4(c),

(ii) any right to convert into or be exchanged for shares of Class A Common Stock or (iii) any other economic rights shall,

in addition to the vote of the holders of shares of any class or series of capital stock of the Corporation required by law or by this

Certificate of Incorporation (including any Preferred Stock Designation), also require the affirmative vote of the holders of a majority

of the outstanding shares of Class A Common Stock voting separately as a class and (y) at any time when Brookwood beneficially

owns, in the aggregate, less than a majority of the voting power of the outstanding stock of the Corporation entitled to vote generally

in the election of directors, in addition to any vote of the holders of any class or series of capital stock of the Corporation required

by any provision of this Certificate of Incorporation (including any Preferred Stock Designation) or applicable law, but subject to Section 4.8,

the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding

voting stock of the Corporation entitled to vote, voting together as a single class, shall be required in order for the stockholders

of the Corporation to alter, amend, repeal or rescind, in whole or in part, this Certificate of Incorporation other than Section 4.1.

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied

to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (i) the validity, legality

and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation

(including, without limitation, each portion of any sentence of this Certificate of Incorporation containing any such provision held

to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such

provision to other Persons and circumstances shall not in any way be affected or impaired thereby and (ii) the provisions of this

Certificate of Incorporation (including, without limitation, each portion of any sentence of this Certificate of Incorporation containing

any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall

be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect

of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

Article X.

The Corporation is authorized

to indemnify, and to advance expenses to, each current or former Director, officer, employee or agent of the Corporation and to any person

who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,

joint venture, trust or other enterprise, in each case, to the fullest extent permitted by Section 145 of the DGCL as it presently

exists or may hereafter be amended. To the fullest extent permitted by the laws of the State of Delaware as it exists on the date hereof

or as it may hereafter be amended, no Director or officer shall be personally liable to the Corporation or its stockholders for monetary

damages for any breach of his or her fiduciary duties as a Director or officer. No amendment to, or modification or repeal of, this Article X,

or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article X, shall adversely affect

any right or protection of a Director or of any officer, employee or agent of the Corporation existing hereunder with respect to any

act or omission occurring prior to such amendment, modification, repeal or adoption. If the DGCL is amended after approval by the stockholders

of this Article X to authorize corporate action further eliminating or limiting the personal liability of directors or officers,

then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the

DGCL as so amended.

Article XI.

Section 11.1           Corporate

Opportunity.

(a)            To

the fullest extent permitted by the laws of the State of Delaware and in accordance with Section 122(17) of the DGCL,

(i) the Corporation hereby renounces all interest and expectancy that it otherwise would be entitled to have in, and all rights

to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to

(1) Brookwood or its Affiliates, any Directors who are employees of or Affiliates (other than the Corporation or its

subsidiaries) of Brookwood or its Affiliates or any of their respective principals, members, directors, partners, stockholders,

officers, employees or other representatives (other than any such Director who is also an employee of the Corporation or its

subsidiaries), or (2) any Director or stockholder who is not employed by the Corporation or its subsidiaries (each such Person,

an “Exempt Person”); (ii) no Exempt Person will have any duty to refrain from (1) engaging in a

corporate opportunity in the same or similar lines of business in which the Corporation or its subsidiaries from time to time is

engaged or proposes to engage or (2) otherwise competing, directly or indirectly, with the Corporation or any of its

subsidiaries; and (iii) if any Exempt Person acquires knowledge of a potential transaction or other business opportunity which

may be a corporate opportunity both for such Exempt Person or any of his or her respective Affiliates, on the one hand, and for the

Corporation or its subsidiaries, on the other hand, such Exempt Person shall have no duty to communicate or offer such transaction

or business opportunity to the Corporation or its subsidiaries and such Exempt Person may take any and all such transactions or

opportunities for itself or offer such transactions or opportunities to any other Person. Notwithstanding the foregoing, the

preceding sentence of this Section 11.1(a) shall not apply to any potential transaction or business opportunity

that is expressly offered to a Director, officer or employee of the Corporation or its subsidiaries, solely in his or her capacity

as a Director, officer or employee of the Corporation or its subsidiaries.

(b)            To

the fullest extent permitted by the laws of the State of Delaware, no potential transaction or business opportunity may be deemed to

be a corporate opportunity of the Corporation or its subsidiaries unless (i) the Corporation or its subsidiaries would be permitted

to undertake such transaction or opportunity in accordance with this Certificate of Incorporation, (ii) the Corporation or its subsidiaries

at such time have sufficient financial resources to undertake such transaction or opportunity, (iii) the Corporation or its subsidiaries

have an interest or expectancy in such transaction or opportunity and (iv) such transaction or opportunity would be in the same

or similar line of business in which the Corporation or its subsidiaries are then engaged or a line of business that is reasonably related

to, or a reasonable extension of, such line of business.

Section 11.2           Liability.

To the fullest extent permitted by law, no stockholder and no Director will be liable to the Corporation or its subsidiaries or stockholders

for breach of any duty solely by reason of any activities or omissions of the types referred to in this Article XI, except

to the extent such actions or omissions are in breach of this Article XI.

Article XII.

Unless the Corporation consents

in writing to the selection of an alternative forum, (a) (i) any derivative action, suit or proceeding brought on behalf of

the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former

director, officer or other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, creditors

or other constituents (iii) any action, suit or proceeding asserting a claim arising pursuant to any provision of the DGCL, this

Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time) or as to which the DGCL confers

exclusive jurisdiction on the Court of Chancery of the State of Delaware (the “Court of Chancery”), or (iv) any

action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, be exclusively brought

in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district

court of the State of Delaware; and (b) subject to the preceding clause (a) of this Article XII, the federal district

courts of the United States (the “Federal Courts”) shall be the exclusive forum for the resolution of any complaint

asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against

any defendant to such complaint. If any action, the subject matter of which is within the scope of clause (a) of the first sentence

of this Article XII, is filed in a court other than the Court of Chancery (a “Foreign Action”)

in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Court

of Chancery in connection with any action brought in any such court to enforce the provisions of clause (a) of the first sentence

of this Article XII and (ii) having service of process made upon such stockholder in any such action by service upon

such stockholder’s counsel in the Foreign Action as agent for such stockholder. To the fullest extent permitted by law, any Person

purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice

of and consented to the provisions of this Article XII. This Article XII is intended to benefit and may be enforced

by the Corporation, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional

or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of

the documents underlying the offering.

Notwithstanding the foregoing,

this Article XII shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act

of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.

If any provision or provisions

of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or to any circumstance

for any reason whatsoever, then, to the fullest extent permitted by law, (a) the validity, legality and enforceability of such provisions

in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion

of any paragraph of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not

itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application

of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Article XIII.

Section 13.1           Section 203

of the DGCL. The Corporation expressly elects not to be governed by Section 203 of the DGCL and the restrictions and limitations

set forth therein.

Section 13.2           Interested

Stockholder Transactions. Notwithstanding anything to the contrary set forth in this Certificate of Incorporation, the Corporation

shall not engage in any Business Combination (as defined below) at any point in time at which the Corporation’s Class A Common

Stock and Class B Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act with any Interested

Stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an Interested Stockholder,

unless:

(a)            prior

to such time that such stockholder became an Interested Stockholder, the Board of Directors approved either the Business Combination

or the transaction which resulted in such stockholder becoming an Interested Stockholder;

(b)           at

or subsequent to such time that such stockholder became an Interested Stockholder, the Business Combination is approved by the Board

of Directors and authorized at an annual or special meeting of stockholders (and not by written consent) by the affirmative vote of at

least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding shares of capital stock of the Corporation which

is not owned by such Interested Stockholder; or

consummation of the transaction which resulted in such stockholder becoming an Interested Stockholder, the Interested Stockholder owned

at least eighty-five percent (85%) of the voting stock (as defined below) of the Corporation outstanding at the time the transaction

commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the Interested

Stockholder) those shares owned by (A) persons who are directors and also officers and (B) employee stock plans in which employee

participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or

exchange offer.

Section 13.3           Definitions.

As used in this Certificate of Incorporation, the following terms shall have the following meaning:

(a)            “Affiliate”

means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control

with, another Person;

(b)            “Associate”,

when used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association or other

entity of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of

shares of voting stock of the Corporation; (ii) any trust or other estate in which such Person has at least a 20% beneficial interest

or as to which such Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person,

or any relative of such spouse, who has the same residence as such Person.

means BW Gas & Convenience Aggregator, L.P., BW Gas & Convenience Aggregator II, L.P and BW Gas & Convenience

Aggregator III, L.P.

(d)            “Brookwood

Related Parties” means Brookwood and its Permitted Transferees.

(e)            “Business

Combination” means (i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary

of the Corporation with the Interested Stockholder or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition

(in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the Interested

Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned

subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate

market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding

shares of capital stock of the Corporation.

(f)            “Change

of Control” means the occurrence of any of the following events: (1) any “person” or “group”

(within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person

and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such

plan and excluding the Permitted Transferees) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and

13d-5 under the Exchange Act), directly or indirectly, of shares of Class A Common Stock, Class B Common Stock, Preferred Stock

and/or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent

(50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote; (2) the stockholders

of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated a transaction or

series of related transactions for the sale, lease, exchange or other disposition, directly or indirectly, by the Corporation of all

or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of Parent LLC); (3) there

is consummated a merger or consolidation of the Corporation with any other corporation or entity, and, immediately after the consummation

of such merger or consolidation, the voting securities of the Corporation immediately prior to such merger or consolidation do not continue

to represent, or are not converted into, voting securities representing more than fifty percent (50%) of the combined voting power of

the 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 (4) the Corporation ceases to be the sole managing member of Parent LLC. Notwithstanding the foregoing,

a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction

or series of related transactions immediately following which the beneficial owners of the Class A Common Stock, Class B Common

Stock, Preferred Stock and/or any other class or classes of capital stock of the Corporation 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 all or substantially all of the assets of the Corporation immediately following such transaction

or series of transactions.

(g)            “Control,”

including the terms “controlling,” “controlled by” and “under common

control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting stock, by contract or otherwise. A Person who is the owner of 20% or

more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to

have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing,

a presumption of control shall not apply where such Person holds voting stock, in good faith and not for the purpose of circumventing

this section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have

control of such entity.

(h)            “Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended, and any applicable rules and regulations promulgated

thereunder, and any successor to such statute, rules or regulations.

(i)            “Interested

Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation)

that (i) is the beneficial owner of fifteen percent (15%) or more of the outstanding shares of capital stock of the Corporation

that are entitled to vote, or (ii) is an Affiliate of the Corporation and was the beneficial owner of fifteen percent (15%) or more

of the outstanding shares of capital stock of the Corporation that are entitled to vote at any time within the three-year period immediately

prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates

of such Person. Notwithstanding anything in this Article XIII to the contrary, the term “Interested Stockholder”

shall not include: (w) a stockholder that becomes an Interested Stockholder inadvertently and (1) as soon as practicable divests

itself of ownership of sufficient shares so that such stockholder ceases to be an Interested Stockholder and (2) would not, at any

time within the three-year period immediately prior to a business combination between the Corporation and such stockholder, have been

an Interested Stockholder but for the inadvertent acquisition of ownership, (x) any Person whose ownership of shares in excess of

the fifteen percent (15%) limitation set forth herein is the result of any action taken solely by the Corporation; provided, however,

that such Person specified in this clause (x) shall be deemed an Interested Stockholder if thereafter such Person acquires additional

shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such

Person, (y) the Brookwood Related Parties or any of their current and future Affiliates (so long as such Affiliate remains an Affiliate)

or their Associates, including any investment funds managed, directly or indirectly, by Brookwood or any other Person with whom any of

the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of shares of capital stock

of the Corporation, or (z) any other Person who acquires voting stock of the Corporation directly or indirectly from a Brookwood

Related Party, and excluding, for the avoidance of doubt, any Person who acquires voting stock of the Corporation through a broker’s

transaction executed on any securities exchange or other over-the-counter market or pursuant to an underwritten public offering.

(j)            “owner,”

including the terms “own” and “owned,” when used with respect to any stock, means

a Person that individually or with or through any of its Affiliates or Associates:

(i)            beneficially

owns such stock, directly or indirectly; or

(ii)           has

(a) the right to acquire or hold such stock (whether such right is exercisable immediately or only after the passage of time) pursuant

to any agreement, arrangement or understanding with any other Person that beneficially owns, or whose Affiliates or associates beneficially

own, directly or indirectly, such stock, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise;

provided, however, that a Person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer

made by such person or any of such Person’s Affiliates or associates until such tendered stock is accepted for purchase or exchange;

or (b) the right to dispose of or vote such stock pursuant to any agreement, arrangement or understanding with any other Person

that beneficially owns, or whose Affiliates or associates beneficially own, directly or indirectly, such stock; provided, however,

that a Person shall not be deemed the owner of any stock because of such Person’s right to vote such stock if the agreement, arrangement

or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation

made to ten or more Persons.

(k)            “Person”

means, except as otherwise provided in the definition of “Change of Control”, any individual, corporation, partnership, limited

liability company, unincorporated association or other entity.

(l)            “Securities

Act” means the U.S. Securities Act of 1933, as amended, and applicable rules and regulations promulgated thereunder,

and any successor to such statute, rules or regulations.

(m)            “stock”

means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(n)            “voting

stock” means stock of any class or series entitled to vote generally in the election of directors and, with respect to

any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity.

Every reference to a percentage of voting stock shall refer to such percentages of the votes of such voting stock.

IN WITNESS WHEREOF, the Corporation

has caused this Certificate of Incorporation to be signed on this April 21, 2026.

YESWAY, INC.

By:

/s/ Thomas N. Trkla

Name: Thomas N. Trkla

Title: President and Chief Executive

Officer

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2527636d21_ex3-2.htm · Sequence: 3

Exhibit 3.2

AMENDED

AND RESTATED BYLAWS

YESWAY, INC.

Dated as of April 21, 2026

CONTENTS

Page

Article I. CORPORATE OFFICES

Section 1.01

Registered Office

Section 1.02

Other Offices

Article II. Meetings of Stockholders

Section 2.01

Place of Meetings

Section 2.02

Annual Meetings

Section 2.03

Special Meetings

Section 2.04

Notice of Meetings

Section 2.05

Adjournments

Section 2.06

Quorum

Section 2.07

Organization

Section 2.08

Voting; Proxies

Section 2.09

Fixing Date for Determination of Stockholders of Record

Section 2.10

List of Stockholders Entitled to Vote

Section 2.11

Action by Written Consent of Stockholders

Section 2.12

Inspectors of Election

Section 2.13

Conduct of Meetings

Section 2.14

Advance Notice Procedures for Business Brought before a Meeting

Section 2.15

Advance Notice Procedures for Nominations of Directors

Section 2.16

Delivery to the Corporation

Article III. Board of Directors

Section 3.01

Number; Tenure; Qualifications

Section 3.02

Election; Resignation; Removal; Vacancies

Section 3.03

Regular Meetings

Section 3.04

Special Meetings

Section 3.05

Telephonic Meetings Permitted

Section 3.06

Quorum; Vote Required for Action

Section 3.07

Organization

Section 3.08

Action by Unanimous Consent of Directors

Section 3.09

Compensation of Directors

Section 3.10

Chairperson

Article IV. Committees

Section 4.01

Committees

Section 4.02

Committee Minutes

Section 4.03

Committee Rules

Article V. Officers

Section 5.01

Officers

Section 5.02

Appointment of Officers

Section 5.03

Subordinate Officer

Section 5.04

Removal and Resignation of Officers

Section 5.05

Vacancies in Offices

Section 5.06

Chief Executive Officer

Section 5.07

President

Section 5.08

Secretary

Section 5.09

Chief Financial Officer

Section 5.10

Representation of Shares of Other Entities

Section 5.11

Authority and Duties of Officers

Section 5.12

Compensation

Article VI. Stock

Section 6.01

Certificates

Section 6.02

Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates

Article VII. Indemnification and Advancement of Expenses

Section 7.01

Right to Indemnification

Section 7.02

Indemnification of Others

Section 7.03

Advancement of Expenses

Section 7.04

Claims

Section 7.05

Non-exclusivity of Rights

Section 7.06

Insurance

Section 7.07

Other Sources

Section 7.08

Continuation of Indemnification

Section 7.09

Amendment or Repeal

Section 7.10

Other Indemnification and Advancement of Expenses

Article VIII. Miscellaneous

Section 8.01

Fiscal Year

Section 8.02

Execution of Corporate Contracts and Instruments

Section 8.03

Dividends

Section 8.04

Registered Stockholders

Section 8.05

Corporate Seal

Section 8.06

Construction; Definitions

Section 8.07

Manner of Notice

Section 8.08

Waiver of Notice of Meetings of Stockholders, Directors and Committees

Section 8.09

Form of Records

Section 8.10

Amendment of Bylaws

Article I.

CORPORATE OFFICES

Section 1.01         Registered

Office. The address of the registered office of Yesway, Inc., a Delaware corporation (the “Corporation”)

in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s Certificate

of Incorporation (as defined below).

Section 1.02         Other

Offices. The Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s

board of directors (the “Board”) may from time to time establish or as the business of the Corporation may require.

Article II.

Meetings of Stockholders

Section 2.01         Place

of Meetings. Meetings of stockholders of the Corporation (such stockholders, the “Stockholders”), may be

held at any place, within or without the State of Delaware, as may be designated by or in the manner determined by the board of directors

of the Corporation (the “Board of Directors”). In the absence of such designation, meetings of Stockholders

shall be held at the principal executive office of the Corporation. The Board of Directors may, in its sole discretion, determine that

a meeting of Stockholders shall not be held at any place, but may instead be held solely by means of remote communication authorized

by and in accordance with Section 211(a) of the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.02         Annual

Meetings. The annual meeting of the Stockholders shall be held for the election of directors at such date and time as may be designated

by or in the manner determined by resolution of the Board of Directors from time to time. Any other business as may be properly brought

before the annual meeting may be transacted at the annual meeting. The Board of Directors may postpone, reschedule or cancel any annual

meeting of the Stockholders previously scheduled by the Board of Directors.

Section 2.03         Special

Meetings. Special meetings of Stockholders for any purpose or purposes may be called only by the chairperson of the Board of Directors

(the “Chairperson”), pursuant to a resolution adopted by a majority of the Whole Board of Directors or by the

Secretary upon the written request of the Stockholders holding a majority of the voting power of the Corporation. For purposes of these

Bylaws, the term “Whole Board of Directors” shall mean the total number of authorized directors whether or

not there exist any vacancies. Special meetings validly called in accordance with this Section 2.03 of these bylaws (as the

same may be amended, restated, amended and restated or otherwise modified from time to time, these “Bylaws”)

may be held at such date and time as specified in the applicable notice. Notice of every special meeting shall state the purpose or purposes

of the meeting, and the business transacted at any special meeting of Stockholders shall be limited to the purpose or purposes stated

in the notice. The Board of Directors may postpone, reschedule or cancel any special meeting of Stockholders previously scheduled by

the Chairperson or Board of Directors; provided, however, that with respect to any special meeting of stockholders previously

scheduled by the Board of Directors at the request of the stockholders in accordance with this Section 2.03, the Board of

Directors shall not postpone, reschedule or cancel such special meeting without the prior written consent of such stockholders.

Section 2.04         Notice

of Meetings. Whenever Stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given

that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which Stockholders and

proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the Stockholders entitled

to vote at the meeting (if such date is different from the record date for Stockholders entitled to notice of the meeting) and, in the

case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, the Certificate

of Incorporation of the Corporation (as the same may be amended, restated, amended and restated or otherwise modified from time to time,

the “Certificate of Incorporation”) or these Bylaws, the notice of any meeting shall be given not less than

ten (10) nor more than sixty (60) days before the date of the meeting to each Stockholder entitled to vote at the meeting as of

the record date for determining the Stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given

when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears

on the records of the Corporation.

Section 2.05         Adjournments.

Any meeting of Stockholders, annual or special, may be adjourned from time to time by the chairperson of the meeting (or by the Stockholders

in accordance with Section 2.06) to reconvene at the same or some other place, if any, and the same or some other time, and

notice need not be given of any such adjourned meeting if the time and place, if any, thereof, and the means of remote communications,

if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced

at the meeting at which the adjournment is taken or are provided in any other manner permitted by the DGCL. At the adjourned meeting,

the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than

thirty (30) days, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting. If

after the adjournment a new record date for determination of Stockholders entitled to vote is fixed for the adjourned meeting, the Board

of Directors shall fix as the record date for determining Stockholders entitled to notice of such adjourned meeting the same or an earlier

date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned

meeting to each Stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned

meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the

Stockholder at such Stockholder’s address as it appears on the records of the Corporation.

Section 2.06         Quorum.

At any meeting of the Stockholders, the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation

(“Stock”) entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all

purposes, unless or except to the extent that the presence of a larger number may be required by law, the rules of any stock exchange

upon which the Corporation’s securities are listed, the Certificate of Incorporation or these Bylaws. In the absence of a quorum,

then either (i) the chairperson of the meeting or (ii) if the Board of Directors so determines, the Stockholders by the affirmative

vote of a majority of the voting power of the outstanding shares of capital Stock entitled to vote thereon, present in person or represented

by proxy, shall have the power to adjourn the meeting from time to time in the manner provided in Section 2.05 of these Bylaws

until a quorum is present or represented. Where a separate vote by a class or classes or series of Stock is required by law or the Certificate

of Incorporation, the holders of a majority of voting power of the shares of such class or classes or series of Stock issued and outstanding

and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with

respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to

leave less than a quorum.

Section 2.07         Organization.

Meetings of Stockholders shall be presided over by the Chairperson or by such other officer or director of the Corporation as designated

by the Board of Directors or the Chairperson, or in the absence of such person or designation, by a chairperson chosen at the meeting

by the affirmative vote of the holders of a majority of the voting power of Stock present or represented at the meeting and entitled

to vote at the meeting (provided there is a quorum). The Secretary shall act as secretary of the meeting, but in his or her absence the

chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.08         Voting;

Proxies. Each Stockholder entitled to vote at any meeting of Stockholders shall be entitled to the number of votes, if any, for each

share of Stock held of record by such Stockholder which has voting power upon the matter in question that is set forth in the Certificate

of Incorporation or, if such voting power is not set forth in the Certificate of Incorporation, one vote per share. Each Stockholder

entitled to vote at a meeting of Stockholders or express consent to corporate action without a meeting (if permitted by the Certificate

of Incorporation) may authorize another person or persons to act for such Stockholder by proxy, but no such proxy shall be voted or acted

upon after three years from its date, unless the proxy provides for a longer period. A proxy may be authorized by an instrument in writing

or by a transmission permitted by law, including Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended,

and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange

Act”) filed in accordance with the procedure established for the meeting. A proxy shall be irrevocable if it states that

it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Stockholder

may revoke any proxy which is not irrevocable by attending the meeting and voting in person (or by means remote communication, if applicable)

or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Any stockholder directly or indirectly

soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use

by the Board. Voting at meetings of Stockholders need not be by written ballot. Unless otherwise provided in the Certificate of Incorporation,

at all meetings of Stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient

to elect directors. No holder of shares of Stock shall have the right to cumulate votes. All other elections and questions presented

to the Stockholders at a meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority of

votes cast (excluding abstentions and broker non-votes) on such matter, unless a different or minimum vote is required by the Certificate

of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law

or pursuant to any regulation applicable to the Corporation or its securities in which case such different or minimum vote shall be the

applicable vote on the matter.

Section 2.09         Fixing

Date for Determination of Stockholders of Record.

(a)           In

order that the Corporation may determine the Stockholders entitled to notice of any meeting of Stockholders or any adjournment thereof,

the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record

date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60)

nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be

the record date for determining the Stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time

it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If

no record date is fixed by the Board of Directors, the record date for determining Stockholders entitled to notice of and to vote at

a meeting of Stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice

is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Stockholders of

record entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of the meeting; provided, however,

that the Board of Directors may fix a new record date for determination of Stockholders entitled to vote at the adjourned meeting, and

in such case shall also fix as the record date for Stockholders entitled to notice of such adjourned meeting the same or an earlier date

as that fixed for determination of Stockholders entitled to vote in accordance with the foregoing provisions of Section 2.09(a) at

the adjourned meeting.

(b)           In

order that the Corporation may determine the Stockholders entitled to receive payment of any dividend or other distribution or allotment

of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Stock or for the purpose of any

other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution

fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record

date is fixed, the record date for determining Stockholders for any such purpose shall be at the close of business on the day on which

the Board of Directors adopts the resolution relating thereto.

otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the Stockholders entitled to consent

to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon

which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days

after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining

Stockholders entitled to consent to corporate action without a meeting is fixed by the Board of Directors, (i) when no prior action

of the Board of Directors is required by law or the Certificate of Incorporation, the record date for such purpose shall be the first

date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with

applicable law and (ii) if prior action by the Board of Directors is required by law or the Certificate of Incorporation, the record

date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such

prior action.

Section 2.10         List

of Stockholders Entitled to Vote. The Corporation shall prepare, no later than the tenth day before every meeting of Stockholders,

a complete list of the Stockholders entitled to vote at the meeting (provided, however, if the record date for determining the

Stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the Stockholders

entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each

Stockholder and the number of shares registered in the name of each Stockholder as of the record date (or such other date). Such list

shall be open to the examination of any Stockholder, for any purpose germane to the meeting for a period of ten (10) days ending

on the day before the meeting date (i) on a reasonably accessible electronic network, provided that the information required

to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours at the principal place

of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the

Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Such list

shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each

of them. Except as otherwise provided by law, the “stock ledger” shall be the only evidence as to who are the Stockholders

entitled to examine the list of Stockholders required by this Section 2.10 or to vote in person or by proxy at any meeting

of Stockholders. For purposes of these Bylaws, the term “stock ledger” means one or more records administered by or on behalf

of the Corporation in which the names of all of the Corporation’s Stockholders of record, the address and number of shares registered

in the name of each such Stockholder, and all issuances and transfers of stock of the Corporation are recorded.

Section 2.11         Action

by Written Consent of Stockholders. Any action required or permitted to be taken at any annual or special meeting of Stockholders

may be taken without a meeting, without prior notice and without a vote, only to the extent permitted by Article VIII of the Certificate

of Incorporation.

Section 2.12         Inspectors

of Election. The Corporation may, and shall if required by law, in advance of any meeting of Stockholders, appoint one or more inspectors

of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof.

The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that

no inspector so appointed or designated is able to act at a meeting of Stockholders, the person presiding at the meeting may, and to

the extent required by law, shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge

of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according

to the best of his or her ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts

stated therein. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of Stock outstanding

and the voting power of each such share, (ii) determine the shares of Stock represented at the meeting and the validity of proxies

and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition

of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of Stock

represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such

other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of Stockholders,

the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election

may serve as an inspector at such election.

Section 2.13         Conduct

of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the Stockholders will vote

at a meeting shall be announced at the meeting by the person presiding over the meeting designated in accordance with Section 2.07

of these Bylaws. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. The Board

of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of Stockholders as it shall deem

appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person

presiding over any meeting of Stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or

adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding

person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of

Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment

of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety

of those present; (iii) limitations on attendance at or participation in the meeting to Stockholders entitled to vote at the meeting,

their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions

on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions

or comments by participants. The presiding person at any meeting of Stockholders (or, in advance of any meeting of stockholders, the

Board of Directors or an authorized committee thereof), in addition to making any other determinations that may be appropriate to the

conduct of the meeting, shall, if the facts warrant, determine that a matter or business was not properly brought before the meeting

and if it should be so determined, such presiding person shall so declare to the meeting and any such matter or business not properly

brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the

person presiding over the meeting, meetings of Stockholders shall not be required to be held in accordance with the rules of parliamentary

procedure.

Section 2.14         Advance

Notice Procedures for Business Brought before a Meeting. This Section 2.14 shall apply to any business that may be brought

before an annual meeting of Stockholders other than nominations for election to the Board of Directors at such a meeting, which shall

be governed by Section 2.15 of these Bylaws. Stockholders seeking to nominate Persons for election to the Board of Directors

must comply with Section 2.15 of these Bylaws, and this Section 2.14 shall not be applicable to nominations for

election to the Board of Directors except as expressly provided in Section 2.15 of these Bylaws.

(a)           At

an annual meeting of the Stockholders, only such business shall be conducted as shall have been properly brought before the meeting.

To be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction

of the Board of Directors, or a duly authorized committee thereof, (ii) if not specified in a notice of meeting, otherwise brought

before the meeting by or at the direction of the Board of Directors or the Chairperson of the Board, or (iii) otherwise properly

brought before the meeting by a Stockholder present in person who (A) was a Stockholder of record of the Corporation both at the

time of giving the notice provided for in this Section 2.14 and at the time of the meeting, (B) is entitled to vote

at the meeting and (C) has complied with this Section 2.14 in all applicable respects. The foregoing clause (iii) shall

be the exclusive means for a Stockholder to propose business to be brought before an annual meeting of the Stockholders. The only matters

that may be brought before a special meeting are the matters specified in the Corporation’s notice of meeting given by or at the

direction of the Person calling the meeting pursuant to the Certificate of Incorporation, Section 2.03 of these Bylaws. For

purposes of these Bylaws, “Person” shall mean any individual, general partnership, limited partnership, limited

liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or

association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of

such entity. For purposes of this Section 2.14, “present in person” shall mean that the Stockholder

proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative of such proposing

Stockholder, appear in person at such annual meeting, either in person or by means of remote communication. A “qualified

representative” of such proposing Stockholder shall be, a duly authorized officer, manager or partner of such Stockholder

or any other person authorized by a writing executed by such Stockholder or an electronic transmission delivered by such Stockholder

to act for such Stockholder as proxy at the meeting of the Stockholders and such person must produce such writing or electronic transmission,

or a reliable reproduction of the writing or electronic transmission, at or before the meeting of the Stockholders in writing or by electronic

transmission. Stockholders seeking to nominate persons for election to the Board of Directors must comply with Section 2.15

and this Section 2.14 shall not be applicable to nominations except as expressly provided in Section 2.15.

(b)           Without

qualification, for business to be properly brought before an annual meeting by a Stockholder, the business must constitute a proper

matter for Stockholder action and the Stockholder must (a) provide Timely Notice (as defined below) thereof in writing and in

proper form to the Secretary of the Corporation and (b) provide any updates or supplements to such notice at the times and in

the forms required by this Section 2.14. To be timely, a Stockholder’s notice must be delivered to, or mailed and

received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty

(120) days prior to the one-year anniversary of the preceding year’s annual meeting (which, in the case of the first annual

meeting of the Stockholders following the closing the Corporation’s initial underwritten public offering of common stock, the

preceding year’s annual meeting date shall be deemed to be April 21, 2026); provided, however, that if the date of the annual

meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the Stockholder to

be timely must be so delivered, or mailed and received, not more than the hundred twentieth (120th) day prior to such

annual meeting and not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth

(10th) day following the day on which public disclosure of the date of such annual meeting was first made by the

Corporation (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or

postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving

of Timely Notice as described above.

be in proper form for purposes of this Section 2.14, a Stockholder’s notice to the Secretary shall set forth:

(i)           As

to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name

and address that appear on the Corporation’s books and records); (B) the number of shares of each class or series of Stock

of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under

the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares

of any class or series of Stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any

time in the future; (C) the date or dates such shares were acquired; (D) the investment intent of such acquisition and (E) any

pledge by such Proposing Person with respect to any of such shares (the disclosures to be made pursuant to the foregoing clauses (A) through

(E) are referred to as “Stockholder Information”);

(ii)           As

to each Proposing Person, (A) the material terms and conditions of any “derivative security” (as such term is defined

in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined

in Rule 16a-1(b) under the Exchange Act) or a “put equivalent position” (as such term is defined in Rule 16a-1(h) under

the Exchange Act) or other derivative or synthetic arrangement in respect of any class or series of Stock of the Corporation (“Synthetic

Equity Position”) that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing

Person, including, without limitation, (i) any option, warrant, convertible security, stock appreciation right, future or similar

right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of Stock

of the Corporation or with a value derived in whole or in part from the value of any class or series of Stock of the Corporation, (ii) any

derivative or synthetic arrangement having the characteristics of a long position or a short position in any class or series of Stock

of the Corporation, including, without limitation, a stock loan transaction, a stock borrow transaction, or a share repurchase transaction

or (iii) any contract, derivative, swap or other transaction or series of transactions designed to (x) produce economic benefits

and risks that correspond substantially to the ownership of any class or series of Stock of the Corporation, (y) mitigate any loss

relating to, reduce the economic risk (of ownership or otherwise) of, or manage the risk of share price decrease in, any class or series

of Stock of the Corporation, or (z) increase or decrease the voting power in respect of any class or series of Stock of the Corporation

held or maintained by, held for the benefit of, or involving of such Proposing Person, including, without limitation, due to the fact

that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price,

value or volatility of any class or series of Stock of the Corporation, whether or not such instrument, contract or right shall be subject

to settlement in the underlying class or series of Stock of the Corporation, through the delivery of cash or other property, or otherwise,

and without regard to whether the holder thereof may have entered into transactions that hedge or mitigate the economic effect of such

instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase

or decrease in the price or value of any class or series of Stock of the Corporation; provided that, for the purposes of the definition

of “Synthetic Equity Position,” the term “derivative security” shall also include

any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would

make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future

date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security

or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible

or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements

of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under

the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any

securities that underly any Synthetic Equity Position that is, directly or indirectly, held or maintained by, held for the benefit of,

or involving such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising

in the ordinary course of such Proposing Person’s business as a derivatives dealer, (B) a description of any agreement, arrangement

or understanding with respect to any rights to dividends on the shares of any class or series of Stock of the Corporation owned beneficially

by such Proposing Person that are separated or separable pursuant to such agreement, arrangement or understanding from the underlying

shares of the Corporation, (C) any material pending or threatened legal proceeding in which such Proposing Person is a party or

material participant involving the Corporation or any of its officers or directors, or any affiliate (as defined in Rule 405 promulgated

under the Securities Act of 1933, as amended) of the Corporation, (D) any other material relationship between such Proposing Person,

on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand, (E) any direct or indirect material

interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including,

in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (F) any proportionate interest

in shares of the Corporation or a Synthetic Equity Position held, directly or indirectly, by a general or limited partnership, limited

liability company or similar entity in which any such Proposing Person (1) is a general partner or, directly or indirectly, beneficially

owns an interest in a general partner of such general or limited partnership or (2) is the manager, managing member or, directly

or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity; (G) a

representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to

holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or

otherwise solicit proxies or votes from the Stockholders in support of such proposal and (H) any other information relating to such

Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations

of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of

the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (H) are referred to as “Disclosable

Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect

to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing

Person solely as a result of being the Stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a

beneficial owner; and

(iii)           As

to each item of business that the Stockholder proposes to bring before the annual meeting, (A) a brief description of the business

desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest

in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed

for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment

to these Bylaws), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among

any of the Proposing Persons or (y) between or among any Proposing Person and any other Person or entity (including their names),

in each case, in connection with the proposal of such business by such Stockholder and (D) any other information relating to such

item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations

of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act;

provided, however, that the disclosures required by this Section 2.14(c) shall not include any disclosures

with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being

the Stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

(d)           For

purposes of this Section 2.14, the term “Proposing Person” shall mean (i) the Stockholder

providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners,

if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made and (iii) any

participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such Stockholder in such

solicitation.

(e)           The

Board of Directors may request that any Proposing Person furnish such additional information as may be reasonably required by the Board

of Directors. Such Proposing Person shall provide such additional information within ten (10) days after it has been requested by

the Board of Directors.

(f)           A

Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if

necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.14 shall

be true and correct as of the record date for Stockholders entitled to vote at the meeting and as of the date that is ten (10) business

days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed

and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after

the record date for Stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of

such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment

or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned

or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or

any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph

or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice

provided by a Stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a Stockholder who has previously

submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business

or resolutions proposed to be brought before a meeting of the Stockholders.

(g)           Notwithstanding

anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the

meeting in accordance with this Section 2.14. The presiding officer of the meeting (or, in advance of any meeting of stockholders,

the Board of Directors or an authorized committee thereof) shall, if the facts warrant, determine that the business was not properly

brought before the meeting in accordance with this Section 2.14, and if it should be so determined, the presiding officer

of the meeting shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(h)           This

Section 2.14 is expressly intended to apply to any business proposed to be brought before an annual meeting of the Stockholders.

In addition to the requirements of this Section 2.14 with respect to any business proposed to be brought before an annual

meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. .

(i)           For

purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national

news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13,

14 or 15(d) of the Exchange Act.

Section 2.15           Advance

Notice Procedures for Nominations of Directors.

(a)           Nominations

of any Person for election to the Board of Directors at an annual meeting or at a special meeting (but only if the election of directors

is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at

such meeting only (i) as provided in the that certain stockholders agreement, dated as of April 21, 2026, by and among the Corporation

and the other persons party thereto (as may be amended and/or restated from time to time, the “Stockholders Agreement”),

(ii) by or at the direction of the Board of Directors, including by any committee or Persons authorized to do so by the Board of

Directors or these Bylaws, or (iii) by a Stockholder present in person (as defined in Section 2.14) (1) who was

a Stockholder of record of the Corporation both at the time of giving the notice provided for in this Section 2.15 and at

the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 2.15 as

to such notice and nomination. Other than as provided in the Stockholders Agreement, the foregoing clause (iii) shall be the exclusive

means for a Stockholder to make any nomination of a Person or Persons for election to the Board of Directors at any annual meeting or

special meeting of Stockholders. For purposes of this Section 2.15, “present in person” shall mean

that the Stockholder nominating any person for election to the Board of Directors at the meeting of the Corporation, or a qualified representative

of such stockholder, appear at such meeting, either in person or by means of remote communication. A “qualified representative”

of such proposing Stockholder shall be a duly authorized officer, manager or partner of such Stockholder or any other person authorized

by a writing executed by such Stockholder or an electronic transmission delivered by such stockholder to act for such Stockholder as

proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction

of the writing or electronic transmission, at or before the meeting of stockholders in writing or by electronic transmission.

(b)

(i)            Without

qualification, for a Stockholder to make any nomination of a Person or Persons for election to the Board of Directors at an annual meeting,

the Stockholder must (a) provide Timely Notice (as defined in Section 2.14(b) of these Bylaws) thereof in writing

and in proper form to the Secretary at the principal executive offices of the Corporation, (b) provide the information, agreements

and questionnaires with respect to such Nominating Person (as defined below) and its candidate for nomination as required to be set forth

by this Section 2.15, and (c) provide any updates or supplements to such notice at the times and in the forms required

by this Section 2.15.

(ii)           Without

qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person

calling a special meeting, then for a Stockholder to make any nomination of a person or persons for election to the Board of Directors

to such positions at a special meeting, the Stockholder must (1) provide timely notice thereof in writing and in proper form to

the Secretary at the principal executive offices of the Corporation, (2) provide the information, agreements and questionnaires

with respect to each Nominating Person and its candidate for nomination required by this Section 2.15, and (3) provide

any updates or supplements to such notice at the times and in the forms required by this Section 2.15. To be timely for purposes

of this Section 2.15(b)(ii), a Stockholder’s notice for nominations to be made at a special meeting must be delivered

to, or mailed to and received by the Secretary of the Corporation not earlier than the one hundred twentieth (120th) day prior

to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the tenth

(10th) day following the day on which public disclosure (as defined in Section 2.14(i)) of the date of such special

meeting at which directors are to be elected was first made (such notice within such time periods, “Special Meeting Timely

Notice”).

(iii)          In

no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time

period (or extend any time period) for the giving of a Stockholder’s notice as described above.

(iv)          In

no event may a Nominating Person deliver a notice of nomination, as applicable, with respect to a greater number of director candidates

than are subject to election by Stockholders at the applicable meeting. If the Corporation shall, subsequent to the delivery of the notice

required by this this Section 2.15, increase the number of directors subject to election at the meeting, such notice as to

any additional nominees shall be due on the later of (i) the conclusion of the time period for Timely Notice or Special Meeting

Timely Notice, as applicable, or (ii) the tenth day following the date of public disclosure (as defined in Section 2.14)

of such increase.

be in proper form for purposes of this Section 2.15, a Stockholder’s notice to the Secretary shall set forth:

(i)           As

to each Nominating Person, the Stockholder Information (as defined in Section 2.14(c)(i) of these Bylaws) except that

for purposes of this Section 2.15, the term “Nominating Person” shall be substituted for the term “Proposing

Person” in all places it appears in Section 1.14(c)(i);

(ii)           As

to each Nominating Person, any Disclosable Interests (as defined in Section 2.14(c)(ii), except that for purposes of this

Section 2.15 the term “Nominating Person” shall be substituted for the term “Proposing Person” in

all places it appears in Section 2.14(c)(ii) and the disclosure with respect to the business to be brought before the

meeting in Section 2.14(c)(iii) shall be made with respect to nomination proposed to be made at the meeting); and provided

that, in lieu of including the information set forth in Section 2.14(c)(ii)(G), the Nominating Person’s notice for

purposes of this Section 2.15 shall include a representation as to whether the Nominating Person intends or is part of a

group that intends to deliver a proxy statement and solicit the holders of shares representing at least 67% of the voting power of shares

entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees in accordance

with Rule 14a-19 promulgated under the Exchange Act; and

(iii)          As

to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information relating to such

candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with

solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act

(including such candidate’s written consent to being named in a proxy statement and accompanying proxy card relating to the Corporation’s

next meeting of Stockholders at which directors are to be elected and to serving as a director for a full term if elected), (B) a

description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person,

on the one hand, and each candidate for nomination or his or her respective associates (as defined in Rule 14a-1(a) promulgated

under the Exchange Act) or any other participants (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of the Schedule 14A)

in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant

to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate

for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses

(A) and (B) are referred to as “Nominee Information”), and (C) a completed and signed questionnaire,

representation and agreement as provided in Section 2.15(g).

(d)            For

purposes of this Section 2.15, the term “Nominating Person” shall mean (i) the Stockholder

providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different,

on whose behalf the notice of the nomination proposed to be made at the meeting is made and (iii) any participant (as defined in

paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such Stockholder in such solicitation.

(e)           The

Board of Directors may request that any Nominating Person furnish such additional information as may be reasonably required by the Board

of Directors. Such Nominating Person shall provide such additional information within ten (10) days after it has been requested

by the Board of Directors.

(f)           A

Stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary,

so that the information provided or required to be provided in such notice pursuant to this Section 2.15 shall be true and

correct as of the record date for Stockholders entitled to vote at the meeting and as of the date that is ten (10) business days

prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and

received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the

record date for Stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such

record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or

postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned

or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or

any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph

or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice

provided by a Stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a Stockholder who has previously

submitted notice hereunder to amend or update any nomination, including by changing or adding nominees, or to submit any new nomination,

or submit any new proposal, matters, business or resolutions proposed to be brought before a meeting of the stockholders.

(g)           To

be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated

in the manner prescribed in this Section 2.15 and the candidate for nomination, whether nominated by the Board of Directors

or by a Stockholder of record, must have previously delivered (with respect to a candidate nominated by a stockholder pursuant to this

Section 2.15, in accordance with the time period prescribed for delivery of the notice required by this Section 2.15),

to the Secretary at the principal executive offices of the Corporation, (i) a completed written questionnaire (in the form provided

by the Corporation within ten (10) days upon written request of any stockholder of record therefor) with respect to the background,

qualifications, stock ownership and independence of such candidate for nomination and (ii) a written representation and agreement

(in the form provided by the Corporation within ten (10) days upon written request of any stockholder of record therefor) that such

candidate for nomination (A) is not and, if elected as a director during his or her term of office, will not become a party to (1) any

agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity

as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question that has not

been disclosed to the Corporation (a “Voting Commitment”) or (2) any Voting Commitment that could limit

or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s

fiduciary duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with

any Person other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director

of the Corporation that has not been disclosed in such written questionnaire, (C) if elected as a director of the Corporation, will

comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies

and guidelines of the Corporation applicable to all directors and in effect during such candidate’s term in office as a director

(and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all

such policies and guidelines then in effect), and (D) if elected as director of the Corporation, intends to serve the entire term

until the next meeting at which such candidate would face re-election.

(h)            The

Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably

be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidate’s nomination is

to be acted upon. Without limiting the generality of the foregoing, the Board of Directors may request such other information in order

for the Board of Directors to determine the eligibility of such candidate for nomination to be an independent director of the Corporation

or to comply with the director qualification standards and additional selection criteria in accordance with the Corporation’s Corporate

Governance Guidelines. Such other information shall be delivered to, or mailed and received by, the Secretary at the principal executive

offices of the Corporation (or any other office specified by the Corporation in any public announcement) not later than five (5) business

days after the request by the Board of Directors has been delivered to, or mailed and received by, the Nominating Person.

(i)              In

addition to the requirements of this Section 2.15 with respect to any nomination proposed to be made at a meeting, each Nominating

Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Nothing in this Section 2.15

shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions

of the Certificate of Incorporation. Notwithstanding the foregoing provisions of this Section 2.15, unless otherwise required

by law, (i) no Nominating Person shall solicit proxies in support of director nominees other than the Corporation’s nominees

unless such Nominating Person has, or is part of a group that has, complied with Rule 14a-19 promulgated under the Exchange Act

in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder, in accordance

with the time frames required in this Section 2.15 or by Rule 14a-19 promulgated under the Exchange Act, as applicable

and (ii) if (1) any Nominating Person provides notice in accordance with Rule 14a-19(b) promulgated under the Exchange

Act and (2) (x) such notice in accordance with Rule 14a-19(b) is not provided within the time period for Timely Notice

or Special Meeting Timely Notice, as applicable, (y) such Nominating Person subsequently fails to comply with the requirements of

Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act or (z) if such Nominating Person,

fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Nominating Person has met the requirements

of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the nomination of each

such Nominating Person’s proposed nominee shall be disregarded, notwithstanding that each such nominee is included as a nominee

in the Corporation’s proxy statement, notice of meeting or other proxy materials for any meeting of Stockholders (or any supplement

thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the

Corporation (which proxies and votes shall be disregarded). If any Nominating Person provides notice in accordance with Rule 14a-19(b) promulgated

under the Exchange Act, such Nominating Person shall deliver to the Corporation, no later than seven (7) business days prior to

the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange

Act.

(j)             A

candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.15,

if necessary, so that the information provided or required to be provided pursuant to this Section 2.15 shall be true and

correct as of the record date for Stockholders entitled to vote at the meeting and as of the date that is ten (10) business days

prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and

received by, the Secretary at the principal executive offices of the Corporation (or any other office specified by the Corporation in

any public announcement) not later than five (5) business days after the record date for Stockholders entitled to vote at the meeting

(in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days

prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first

practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required

to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt,

the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the

Corporation’s rights with respect to any deficiencies in any notice provided by a Stockholder, extend any applicable deadlines

hereunder or enable or be deemed to permit a Stockholder who has previously submitted notice hereunder to amend or update any nomination

or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before

a meeting of the Stockholders.

(k)             No

candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person

seeking to place such candidate’s name in nomination has complied with this Section 2.15, as applicable. The presiding

officer at the meeting (or, in advance of any meeting of stockholders, the Board of Directors or an authorized committee thereof) shall,

if the facts warrant, determine that a nomination was not properly made in accordance with this Section 2.15, and if it should

be so determined, the presiding officer at the meeting shall so declare such determination to the meeting, the defective nomination shall

be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees,

only the ballots cast for the nominee in question) shall be void and of no force or effect.

(l)              Notwithstanding

anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation

unless nominated in accordance with this Section 2.15 and elected as a director.

(m)            Notwithstanding

anything in these Bylaws to the contrary, for so long as Brookwood (as defined in the Certificate of Incorporation) is entitled to nominate

a Director pursuant to the Stockholders Agreement, Brookwood shall not be subject to the notice procedures set forth in this Section 2.15

with respect to nominations made pursuant to the Stockholders Agreement.

Section 2.16           Delivery

to the Corporation. Whenever Section 2.03, Section 2.14, or Section 2.15 of this Article II

requires one or more Persons (including a Stockholder) to deliver a document or information to the Corporation or any officer, employee

or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), such document

or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including,

without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall

not be required to accept delivery of any document not in such written form or so delivered. For the avoidance of doubt, the Corporation

expressly opts out of Section 116 of the DGCL with respect to the delivery of information and documents to the Corporation required

by Section 2.03, Section 2.14, or Section 2.15 of this Article II.

Article III.

Board of Directors

Section 3.01           Number;

Tenure; Qualifications. The total number of directors constituting the entire Board of Directors shall be fixed from time to time

exclusively by resolution adopted by a majority of the Whole Board of Directors. No reduction of the authorized number of directors shall

have the effect of removing any director before the director’s term of office expires. The terms of directors shall be as set forth

in the Certificate of Incorporation. Each director shall hold office until such time as provided in the Certificate of Incorporation.

Directors need not be Stockholders to be qualified for election or service as a director of the Corporation.

Section 3.02           Election;

Resignation; Removal; Vacancies. Except as otherwise provided in the Certificate of Incorporation or these Bylaws, directors shall

be elected at the annual meeting of the Stockholders by such Stockholders that have the right to vote on such election. Any director

may resign at any time upon written or electronic transmission to the Corporation. Such resignation shall be effective upon delivery

unless otherwise specified. Directors of the Corporation may be removed only as expressly provided in the Certificate of Incorporation.

Newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors

resulting from the death, resignation, disqualification, removal from office or other cause shall be filled only as expressly provided

in the Certificate of Incorporation.

Section 3.03           Regular

Meetings. Regular meetings of the Board of Directors may be held at such places, if any, within or without the State of Delaware,

and at such times as the Board of Directors may from time to time determine. A notice of regular meetings shall not be required.

Section 3.04           Special

Meetings. Special meetings of the Board of Directors may be called by the Chairperson or a majority of the directors then in office

and shall be held at such time, date and place, if any, within or without the State of Delaware as he or she or they shall fix. Notice

to directors of the date, place and time of any special meeting of the Board of Directors shall be given to each director by the Secretary

or by the officer or one of the directors calling the meeting. Notice may be given in person, by United States first-class mail, or by

e-mail, telephone, facsimile or other means of electronic transmission. If the notice is delivered in person, by e-mail, telephone facsimile

or other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of holding of

the meeting. If the notice is sent by mail, it shall be deposited in the United States mail at least four (4) days before the time

of the holding of the meeting.

Section 3.05           Telephonic

Meetings Permitted. Members of the Board of Directors may participate in any meetings of the Board of Directors thereof by means

of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other,

and participation in a meeting pursuant to this Section 3.05 shall constitute presence in person at such meeting.

Section 3.06           Quorum;

Vote Required for Action. At all meetings of the Board of Directors a majority of the Whole Board of Directors shall constitute a

quorum for the transaction of business; provided that, solely for the purposes of filling vacancies pursuant to Section 3.02

of these Bylaws, a meeting of the Board of Directors may be held if a majority of the directors then in office participate in such meeting.

The affirmative vote of a majority of the directors present at any meeting of the Board of Directors at which a quorum is present shall

be the act of the Board of Directors, except as may be otherwise specifically required by applicable law, the Certificate of Incorporation

or these Bylaws.

Section 3.07           Organization.

Meetings of the Board of Directors shall be presided over by the Chairperson, or in his or her absence by the person whom the Chairperson

shall designate, or in the absence of the foregoing persons or if no designation is made, by a chairperson chosen at the meeting by the

affirmative vote of a majority of the directors present at the meeting. The Secretary shall act as secretary of the meeting, but in his

or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 3.08           Action

by Unanimous Consent of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required

or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all

members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission. Thereafter,

the writing or writings or electronic transmissions shall be filed with the minutes of proceedings of the Board of Directors or such

committee in accordance with applicable law.

Section 3.09           Compensation

of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have

the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of

the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary or other

compensation as a director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving

compensation therefor. Members of special or standing committees may be paid a fixed sum for attendance at each meeting of such committee

or a stated salary or other compensation as a member of such committee. Any director of the Corporation may decline any or all such compensation

payable to such director in his or her discretion.

Section 3.10           Chairperson.

The Board of Directors may appoint from its members a Chairperson of the Board of Directors. The Board of Directors may, in its sole

discretion, from time to time appoint one or more vice chairpersons (each, a “Vice Chairperson”) each of whom

as such shall report directly to the Chairperson.

Article IV.

Committees

Section 4.01           Committees.

The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.

The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified

member at any meeting of such committee. In the absence or disqualification of a member of any committee, the member or members thereof

present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint

another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee,

to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all

the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize

the seal of the Corporation to be affixed to all papers which may require it. Except as otherwise provided in the Certificate of Incorporation,

these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees,

each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority

of the committee. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors

designating the committee (or resolution of the committee designating the subcommittee, if applicable), a majority of the directors then

serving on a committee or subcommittee shall constitute a quorum for the transaction of business, and the vote of a majority of the members

of the committee or subcommittee present at a meeting at which a quorum is present shall be the act of the committee or subcommittee.

Meetings of any committee of the Board of Directors may be held at any time or place, if any, within or without the State of Delaware

whenever called by the Chairperson of such committee or a majority of the members of such committee.

Section 4.02           Committee

Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 4.03           Committee

Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and

repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the

same manner as the Board of Directors conducts its business pursuant to Article III of these Bylaws.

Article V.

Officers

Section 5.01           Officers.

The officers of the Corporation shall be a Chief Executive Officer and a Secretary. The Corporation may also have, at the discretion

of the Board of Directors, a President, a Chief Financial Officer, a Treasurer, one (1) or more Assistant Secretaries, and any such

other officers as may be appointed in accordance with the provisions of these Bylaws. Each officer of the Corporation shall hold office

for such term as may be prescribed by the Board of Directors and until his or her successor is duly elected and qualified or until his

or her earlier death, resignation or removal. No officer need be a stockholder or director of the Corporation.

Section 5.02           Appointment

of Officers. The Board of Directors shall appoint the officers of the Corporation, except such officers as may be appointed in accordance

with the provisions of Section 5.03 of these Bylaws.

Section 5.03           Subordinate

Officer. The Board of Directors may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer,

the President, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents

shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors

may from time to time determine.

Section 5.04           Removal

and Resignation of Officers. Any officer may be removed, either with or without cause, by the Whole Board of Directors or, except

in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board

of Directors. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Corporation. Any resignation

shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified

in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. If a resignation is made

effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy

before the effective date if the Board of Directors provides that the successor shall not take office until the effective date. Any resignation

is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5.05           Vacancies

in Offices. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors or as provided in Section 5.03.

Section 5.06           Chief

Executive Officer. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairperson, if any,

the Chief Executive Officer (the “CEO”) (if such an officer is appointed) shall, subject to the control of

the Board of Directors, have general supervision, direction, and control of the business and the officers of the Corporation. If the

CEO is also a director, at all meetings of the Board of Directors at which he or she is present and shall have the general powers and

duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties

as may be prescribed by the Board of Directors or these Bylaws.

Section 5.07           President.

The Board of Directors may, but is not obligated to, appoint a President. Subject to such supervisory powers, if any, as may be given

by the Board of Directors to the Chairperson (if any) or the CEO, the President, if appointed, shall have general supervision, direction,

and control of the business and other officers of the Corporation. He or she shall have the general powers and duties of management usually

vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors or

these Bylaws.

Section 5.08           Secretary.

The Secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board of

Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes

shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number

of shares present or represented at stockholders’ meetings, and the proceedings thereof. The Secretary shall keep, or cause to

be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar,

as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders

and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the

number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice

of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep

the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may

be prescribed by the Board of Directors or by these Bylaws.

Section 5.09           Chief

Financial Officer. The Chief Financial Officer (the “CFO”) shall be the treasurer and shall keep and maintain,

or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of

the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and

shares. The books of account shall at all reasonable times be open to inspection by any director. The CFO shall deposit all moneys and

other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors.

He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President, if

any is appointed, the CEO, or the directors, upon request, an account of all his or her transactions as CFO and of the financial condition

of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or these

Bylaws.

Section 5.10           Representation

of Shares of Other Entities. Unless otherwise directed by the Board of Directors, the CEO, the President or any other person authorized

by the Board of Directors, the CEO or the President is authorized to vote, represent and exercise on behalf of the Corporation all rights

incident to any and all shares, securities or interests of any other corporation or entity standing in the name of the Corporation. The

authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power

of attorney duly executed by such person having the authority.

Section 5.11           Authority

and Duties of Officers. All officers of the Corporation shall respectively have such powers and authority and shall perform such

duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board of

Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of

Directors.

Section 5.12           Compensation.

The compensation of the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction

of the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that

he or she is also a director of the Corporation.

Article VI.

Stock

Section 6.01           Certificates.

The shares of Stock shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions

that some or all of any or all classes or series of Stock shall be uncertificated shares. Any such resolution shall not apply to shares

represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by a certificate

shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates

representing the number of shares registered in certificate form. The Chairperson, the Vice Chairperson of the Board, if any, CEO, the

President, a Vice President, the CFO, if any, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation shall

be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any

officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be

such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect

as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 6.02           Lost,

Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate or uncertificated

shares for shares of Stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed,

and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to

give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss,

theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. The Board of Directors

may establish regulations, rules or procedures concerning the proof required for adequately alleging the loss, theft or destruction

of any Stock certificate and concerning the giving of a satisfactory bond or bonds of indemnity.

Article VII.

Indemnification and Advancement of Expenses

Section 7.01           Right

to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law (including

as it presently exists or may hereafter be amended, substituted or replaced but, in the case of any such amendment, substitution or replacement

only to the extent that such amendment, substitution or replacement permits the Corporation to provide broader indemnification rights

than such law permitted the Corporation to provide prior to such amendment), any person (a “Covered Person”)

who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal,

administrative or investigative (any such action, suit or proceeding, a “proceeding”), by reason of the fact

that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while

a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent

of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including

service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees,

judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such Covered Person. Notwithstanding

the preceding sentence, except as otherwise provided in Section 7.04 of these Bylaws, the Corporation shall be required to

indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement

of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

Section 7.02           Indemnification

of Others. The Corporation shall have the power (but not the obligation) to indemnify and hold harmless, to the fullest extent permitted

by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or

is threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he or she, or a Person for whom

he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation

as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust,

enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and

expenses reasonably incurred by such Person in connection with any such proceeding.

Section 7.03          Advancement

of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’

fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to

the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt

of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is

not entitled to be indemnified under this Article VI or otherwise.

Section 7.04           Claims.

If a claim for indemnification under this Article VI (following the final disposition of such proceeding) is not paid in

full within sixty (60) days after the Corporation has received a written claim therefor by the Covered Person, or if a claim for any

advancement of expenses under this Article VI is not paid in full within thirty (30) days after the Corporation has received

a written statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled

to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be

paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action, the Corporation shall have the

burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable

law.

Section 7.05           Non-exclusivity

of Rights. The rights conferred on any Covered Person by this Article VI shall not be exclusive of any other rights which

such Covered Person may have or hereafter acquires under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement,

vote of Stockholders or disinterested directors or otherwise.

Section 7.06           Insurance.

The Corporation may purchase and maintain insurance on behalf of any Person who is or was a director, officer, employee or agent of the

Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation,

partnership, limited liability company, joint venture, trust, enterprise or non-profit entity against any liability asserted against

him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation

would have the power to indemnify him or her against such liability under the provisions of the DGCL.

Section 7.07           Other

Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving

at its request as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture,

trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement

of expenses from such other corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit enterprise.

Section 7.08           Continuation

of Indemnification. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article VI

shall continue as to a Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate,

heirs, executors, administrators, legatees and distributees of such Person.

Section 7.09           Amendment

or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated

or impaired by an amendment to or repeal of these Bylaws or an amendment to the Certificate of Incorporation after the occurrence of

the act or omission that is the subject of the proceeding for which indemnification or advancement of expenses is sought.

Section 7.10           Other

Indemnification and Advancement of Expenses. This Article VI shall not limit the right of the Corporation, to the extent

and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized

by appropriate corporate action.

Article VIII.

Miscellaneous

Section 8.01           Fiscal

Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 8.02           Execution

of Corporate Contracts and Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer

or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation;

such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within

the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract

or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Any document, including, without limitation,

any consent, contract, certificate or instrument, required by the DGCL, the Certificate of Incorporation or these Bylaws to be executed

by any officer, director, stockholder, employee or agent of the Corporation may be executed using a facsimile or other form of electronic

signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed

on behalf of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted

by applicable law.

Section 8.03           Dividends.

The Board of Directors, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation,

may declare and pay dividends upon the shares of its capital Stock. Dividends may be paid in cash, in property or in shares of the Corporation’s

capital Stock. The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves

for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing

or maintaining any property of the Corporation, and meeting contingencies.

Section 8.04           Registered

Stockholders. The Corporation: (i) shall be entitled to recognize the exclusive right of a Person registered on its books as

the owner of shares to receive dividends and to vote as such owner; and (ii) shall not be bound to recognize any equitable or other

claim to or interest in such share or shares on the part of another Person, whether or not it shall have express or other notice thereof,

except as otherwise provided by the laws of the State of Delaware.

Section 8.05           Corporate

Seal. The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board of Directors. The

Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 8.06           Construction;

Definitions. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL

shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural

and the plural number includes the singular.

Section 8.07           Manner

of Notice.

(a)           Notice

by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to Stockholders pursuant

to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to Stockholders given by the Corporation under any provision

of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission to the

extent permitted by law.

Any notice given pursuant

to the preceding paragraph shall be deemed given (a) if by facsimile telecommunication, when directed to a number at which the Stockholder

has consented to receive notice; (b) if by electronic mail, when directed to such Stockholder’s electronic mail address unless

the Stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic

mail; (c) if by a posting on an electronic network together with separate notice to the Stockholder of such specific posting, upon

the later of (i) such posting and (ii) the giving of such separate notice; and (d) if by any other form of electronic

transmission, when directed to the Stockholder. A notice by electronic mail must include a prominent legend that the communication is

an important notice regarding the Corporation.

An affidavit of the Secretary

or an Assistant Secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given

shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

For the purposes of these

Bylaws, an “electronic transmission” means any form of communication, not directly involving the physical transmission

of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced

in paper form by such a recipient through an automated process.

(b)           Notice

to Stockholders Sharing an Address. Without limiting the manner by which notice otherwise may be given effectively to Stockholders,

and except as prohibited by applicable law, any notice to Stockholders given by the Corporation under any provision of applicable law,

the Certificate of Incorporation, or these Bylaws shall be effective if given by a single written notice to Stockholders who share an

address if consented to by the Stockholders at that address to whom such notice is given. Any such consent shall be revocable by the

Stockholder by written notice to the Corporation. Any Stockholder who fails to object in writing to the Corporation, within sixty (60)

days of having been given written notice by the Corporation of its intention to send the single notice permitted under this Section 8.07,

shall be deemed to have consented to receiving such single written notice.

to Directors. Except as otherwise provided herein or permitted by applicable law, notices to any director may be in writing and delivered

personally or mailed to such director at such director’s address appearing on the books of the Corporation, or may be given by

telephone or by any means of electronic transmission (including, without limitation, electronic mail) directed to an address for receipt

by such director of electronic transmissions appearing on the books of the Corporation.

Section 8.08           Waiver

of Notice of Meetings of Stockholders, Directors and Committees. A written waiver of any notice, signed by the person entitled to

notice, or waiver by electronic transmission by such person, whether given before or after the time stated therein, shall be deemed equivalent

to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a

meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting

is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the

Stockholders, Board of Directors, or committee or subcommittee of the Board of Directors need be specified in a waiver of notice.

Section 8.09           Form of

Records. Any records maintained by or on behalf of the Corporation in the regular course of its business, including its stock ledger,

books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method or one

or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records

so kept can be converted into clearly legible paper form within a reasonable time, and the stock ledger is maintained in accordance with

applicable law.

Section 8.10          Amendment

of Bylaws. These Bylaws may be altered, amended or repealed, and new bylaws made, only by the affirmative vote of (a) a majority

of the Whole Board of Directors or (b) by the Stockholders, provided, however, that at any time when Brookwood beneficially owns,

in the aggregate, less than a majority of the voting power of the stock of the Corporation entitled to vote generally in the election

of directors, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by any provision

of the Certificate of Incorporation (including any certificate of designation with respect to Preferred Stock), these Bylaws or applicable

law, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding

voting stock of the Corporation entitled to vote, voting together as a single class, shall be required in order for the stockholders

of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these Bylaws.

*         *         *

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2527636d21_ex10-1.htm · Sequence: 4

Exhibit 10.1

Execution Version

TAX RECEIVABLE AGREEMENT

by and among

YESWAY, INC.

BW ULTIMATE PARENT, LLC

THE TRA PARTIES

(AS DEFINED HEREIN)

THE BROOKWOOD NOMINEE

and

OTHER PERSONS FROM TIME TO TIME PARTY HERETO

Dated as of April 21, 2026

TABLE OF CONTENTS

Page

ARTICLE I

Definitions 2

Section 1.1.

Definitions

Section 1.2.

Rules of Construction

ARTICLE II Determination of Realized Tax Benefit

Section 2.1.

Basis Adjustments; Parent 754 Election

Section 2.2.

Attribute Schedules

Section 2.3.

Tax Benefit Schedules

Section 2.4.

Procedures; Amendments

ARTICLE III Tax Benefit Payments

Section 3.1.

Timing and Amount of Tax Benefit Payments

Section 3.2.

No Duplicative Payments

Section 3.3.

Pro-Ration of Payments as Between the TRA Parties

Section 3.4.

Overpayments

Section 3.5.

IPO Existing Basis

ARTICLE IV Termination

Section 4.1.

Early Termination of Agreement; Acceleration Events

Section 4.2.

Early Termination Notice

Section 4.3.

Payment upon Early Termination

ARTICLE V Subordination and Late Payments

Section 5.1.

Subordination

Section 5.2.

Late Payments by the Corporation

ARTICLE VI Tax Matters; Consistency; Cooperation

Section 6.1.

Participation in the Corporation’s and Parent’s Tax Matters

Section 6.2.

Consistency

Section 6.3.

Cooperation

ARTICLE VII Miscellaneous

Section 7.1.

Notices

Section 7.2.

Counterparts

Section 7.3.

Entire Agreement; No Third-Party Beneficiaries

Section 7.4.

Severability

Section 7.5.

Assignments; Amendments; Successors; No Waiver

Section 7.6.

Titles and Subtitles

Section 7.7.

Resolution of Disputes; Governing Law

Section 7.8.

Reconciliation Procedures

Section 7.9.

Withholding

Section 7.10.

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets

Section 7.11.

Confidentiality

Section 7.12.

Change in Law

Section 7.13.

Interest Rate Limitation

Section 7.14.

Independent Nature of Rights and Obligations

Section 7.15.

Tax Characterization

Exhibits

Exhibit A            -            Form of

Joinder Agreement

Exhibit B            -            Net

Tax Benefit Percentages

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT

(this “Agreement”), dated as of April 21, 2026, is hereby entered into by and among Yesway, Inc., a Delaware

corporation (the “Corporation”), BW Ultimate Parent, LLC, a Delaware limited liability company (“Parent”),

each of the TRA Parties (as defined herein), and the Brookwood Nominee (as defined herein).

RECITALS

WHEREAS, Parent is treated

as a partnership for U.S. federal income tax purposes;

WHEREAS, immediately prior

to the transactions undertaken in connection with the IPO (as defined herein) of the Corporation, the Blocker Shareholders (as defined

herein) owned all of the issued and outstanding interests in the Blocker Entities (as defined herein), and as a result of their previous

ownership of the Blocker Entities, the Blocker Shareholders previously indirectly held Units (as defined herein) through the Blocker Entities;

WHEREAS, the Blocker Entities

were, immediately prior to the transactions undertaken in connection with the IPO of the Corporation, each classified as a corporation

for U.S. federal income tax purposes;

WHEREAS, as a result of certain

reorganization transactions undertaken in connection with the IPO of the Corporation, all of the shares of the Blocker Entities were acquired

by the Corporation from the Blocker Shareholders (the “Reorganization”);

WHEREAS, as a result of or

in connection with the Reorganization, the Corporation may be entitled to utilize (or otherwise be entitled to the benefits arising out

of) the Blocker Covered Tax Assets;

WHEREAS, immediately prior

to the consummation of the IPO (as defined below), Parent entered into the Operating Agreement (as defined herein) wherein Parent recapitalized

all existing ownership interests in Parent into membership interests in the form of Units (the “Recapitalization”);

WHEREAS, on the date hereof,

the Corporation issued shares of its Class A Common Stock in an initial public offering of its Class A Common Stock (the “IPO”);

WHEREAS, each of the Exchange

TRA Parties holds (or prior to an Exchange will hold) Units;

WHEREAS, immediately following

the consummation of the IPO, the Corporation acquired newly issued Units from Parent using the net proceeds from the IPO (the “Unit

Purchase”) and became the managing member of Parent;

WHEREAS, as a result of the

Unit Purchase, the Corporation will be entitled to obtain the benefit of the IPO Existing Basis;

WHEREAS, the Operating Agreement

provides each TRA Party a redemption right pursuant to which each TRA Party may cause Parent to redeem all or a portion of its Units from

time to time for shares of Class A Common Stock or, at the Corporation’s option, cash (a “Redemption”),

subject to the Corporation’s right, in its sole discretion, to elect to effect a direct exchange of cash or shares of Class A

Common Stock for such Units between the Corporation and the applicable TRA Party in lieu of such a Redemption (a “Direct Exchange”)

and as a result of any such Redemption or Direct Exchange the Corporation may be entitled to utilize (or otherwise be entitled to the

benefits arising out of) the Exchange Covered Tax Assets;

WHEREAS, Parent and its Subsidiaries

(as defined herein) that is treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754

of the Code (as defined herein) for the Taxable Year (as defined herein) in which any Exchange (as defined herein) occurs, which election

will cause any such Exchange to result in an adjustment to the Corporation’s proportionate share of the tax basis of the assets

owned by Parent and such Subsidiaries pursuant to Section 743(b) and Section 734(b) of the Code; and

WHEREAS, the Parties to this

Agreement desire to provide for certain payments and make certain arrangements with respect to any tax benefits to be derived by the Corporation

as the result of Covered Tax Assets (as defined herein) and the making of payments under this Agreement.

NOW, THEREFORE, in consideration

of the foregoing and the respective covenants and agreements set forth herein, 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 (i) the singular and plural, (ii) the active and passive and (iii) for defined terms that are nouns, the

verified forms of the terms defined).

“Actual

Tax Liability” means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing

on Tax Returns of the Corporation or Parent for such Taxable Year or (b) if applicable, determined in accordance with a Determination;

provided, that for purposes of determining Actual Tax Liability, the Corporation shall use the Assumed State and Local Tax

Rate for purposes of determining liabilities for all state and local Covered Taxes (including, for the avoidance of doubt, the U.S. federal

income tax benefit realized by the Corporation with respect to such state and local Covered Taxes).

“Advisory Firm”

means an accounting firm that is nationally recognized as being expert in Covered Tax matters selected by the Corporation.

“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 SOFR plus 100 basis points.

“Agreement”

is defined in the preamble.

“Amended Schedule”

is defined in Section 2.4(b).

“Amount Realized”

means, with respect to any Exchange at any time, the sum of (i) the Market Value of the shares of Class A Common Stock or the

amount of cash (as applicable) transferred to a TRA Party pursuant to such Exchange, (ii) the amount of payments made pursuant to

this Agreement with respect to such Exchange (but excluding any portions thereof attributable to Imputed Interest) and (iii) the

amount of liabilities allocated to the Units acquired pursuant to the Exchange under Section 752 of the Code.

“Assumed State and

Local Tax Rate” means the tax rate equal to the sum of the products of (i) the Corporation’s or Parent’s income

tax apportionment factor for each state and local jurisdiction in which the Corporation or Parent files income or franchise tax returns

for the relevant Taxable Year and (ii) the highest corporate income and franchise tax rate(s) for each such state and local

jurisdiction in which the Corporation or Parent files income tax returns for each relevant Taxable Year.

“Attributable”

is defined in Section 3.1(b)(i).

“Attribute Schedule”

is defined in Section 2.2.

“Audit Committee”

means the audit committee of the Board.

“Basis

Adjustment” means the increase or decrease to, or the Corporation’s proportionate share of, the tax basis of the Reference

Assets reported as depreciable or amortizable on IRS Form 4562 for U.S. federal income tax purposes (without taking into account

Section 704(c) of the Code) under Section 732, 734(b), 743(b) or 1012 of the Code (or any similar provisions of state,

local or foreign tax Law) as a result of any Exchange or any payment made under this Agreement. For purposes of determining the Corporation’s

proportionate share of the tax basis of the Reference Assets with respect to the Units transferred in an Exchange under Treasury Regulations

Section 1.743-1(b) (or any similar provisions of state, local or foreign tax Law), the consideration paid by the Corporation

for such Units shall be the Amount Realized. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment

resulting from an Exchange of one or more Units is to be determined as if any Pre-Exchange Transfer of such Units had not occurred.

“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, with respect to such

security or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security.

“Blocker Covered Tax

Assets” means, without duplication, (i) any Blocker Tax Attributes; (ii) any Blocker Existing Basis; (iii) any

Basis Adjustment arising from the Reorganization with respect to a Blocker Entity; (iv) any IPO Existing Basis; and (v) Imputed

Interest reasonably determined to be allocable to payments pursuant to this Agreement arising from the items described in clauses (i) through

(iv). The determination of the Blocker Existing Basis and IPO Existing Basis that is allocable to Units previously owned (directly or

indirectly) by an applicable Blocker Entity (and payments made hereunder with respect to such tax basis) shall be determined in good faith

by the Corporation in consultation with its tax return preparer (which tax return preparer shall be a nationally recognized third party

accounting firm); provided, that in no event will the portions of existing tax basis in the Reference Assets that are included as Covered

Tax Assets at any time exceed one hundred percent (100%) of the existing tax basis in the Reference Assets that is allocable to the Corporation

at such time. For the avoidance of doubt, Blocker Covered Tax Assets shall include any carryforwards, carrybacks or similar attributes

that are attributable to the tax items described in clauses (i) through (v).

“Blocker Entities”

means the entities identified as Blocker Entities on Exhibit B.

“Blocker Existing Basis”

means the existing tax basis of the Reference Assets that are reported as depreciable or amortizable on IRS Form 4562 for U.S. federal

income tax purposes (without taking into account Section 704(c) of the Code) relating to the Previously Taxed Capital associated

with the Units the Corporation acquired in the Reorganization, in each case, determined as of immediately prior to the time of the Reorganization;

provided, that any tax basis included in the IPO Existing Basis Attributable to the Blocker Shareholders (with respect to the Units the

Corporation acquired in the Reorganization) shall be excluded from the determination of the Blocker Existing Basis.

“Blocker Shareholders”

means the entities identified as Blocker Shareholders on Exhibit B and their Permitted Transferees.

“Blocker Tax Attributes”

means any net operating loss, capital loss, charitable deduction, disallowed interest expense under Section 163(j) of the Code,

or tax credit of a Blocker Entity (i) that has accrued or otherwise relates to taxable periods ending on or prior to the closing

date of the IPO and (ii) that is available to offset income or gain of the Corporation earned for taxable periods beginning after

the IPO.

“Board” means

the Board of Directors of the Corporation.

“Brookwood Nominee”

means Brookwood Advisors, LLC and such other Affiliates of Brookwood Advisors, LLC as may be designated by Brookwood Advisors, LLC.

“Business Day”

means any day other than a Saturday or a Sunday or a day on which banks located in New York City, New York generally are authorized or

required by Law to close.

“Change of Control”

means the occurrence of any of the following events:

(i)           any

“person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act (excluding any

(A) employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent

or other fiduciary or administrator of any such plan), (B) “person” or “group” who, on the date of the consummation

of the IPO, is the Beneficial Owner of securities of the Corporation representing more than 50% of the combined voting power of the Corporation’s

then outstanding voting securities or (C) any “group” formed after the IPO that includes members who collectively, as

of the IPO, are the Beneficial Owners of securities of the Corporation representing more than 50% of the combined voting power of the

Corporation’s then outstanding voting securities) becomes the “beneficial owner” (within the meaning of Rules 13d-3

and 13d-5 under the Exchange Act), directly or indirectly, of shares of Class A Common Stock, Class B Common Stock, preferred

stock and/or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than 50% of the

voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote;

(ii)           the

stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated a transaction

or series of related transactions for the sale, lease, exchange or other disposition, directly or indirectly, by the Corporation of all

or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of Parent); or

(iii)           the

Corporation ceases to be the sole managing member of Parent.

Notwithstanding the foregoing, a “Change

of Control” shall not be deemed to have occurred (a) by virtue of the consummation of any transaction or series of related

transactions immediately following which the beneficial owners of the Class A Common Stock, Class B Common Stock, preferred

stock and/or any other class or classes of capital stock of the Corporation 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 all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions

or (b) if the Brookwood Nominee agrees in writing to elect for a “Change in Control” to not have occurred upon the occurrence

of any transaction, series of related transactions or any other occurrence that may otherwise qualify as a “Change of Control”.

“Class A Common

Stock” means the Class A common stock, par value $0.0001 per share, of the Corporation.

“Class B Common

Stock” means the Class B common stock, par value $0.0001 per share, of the Corporation.

“Code” means

the U.S. Internal Revenue Code of 1986, as amended. Unless the context requires otherwise, any reference herein to a specific section

of the Code shall be deemed to include any corresponding provisions of future Law as in effect for the relevant taxable period.

“Control”

means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether

through ownership of voting securities, by contract or otherwise.

“Corporation”

is defined in the preamble to this Agreement.

“Covered Tax Assets”

means the Blocker Covered Tax Assets and Exchange Covered Tax Assets.

“Covered Taxes”

means any U.S. federal, state and local and foreign taxes, assessments or similar charges that are based on or measured with respect to

net income or profits and any interest imposed in respect thereof under applicable Law.

“Cumulative Net Realized

Tax Benefit” is defined in Section 3.1(b)(iii).

“Default Rate”

means SOFR plus 500 basis points.

“Default Rate Interest”

is defined in Section 5.2.

“Determination”

shall have the meaning ascribed to such term in Section 1313(a) of the Code or any similar provisions of state, local or foreign

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.

“Direct Exchange”

is defined in the recitals to this Agreement.

“Dispute”

is defined in Section 7.7(a).

“Early Termination

Effective Date” means (i) with respect to an early termination pursuant to Section 4.1(a), the date an Early

Termination Notice is delivered, (ii) with respect to an early termination pursuant to Section 4.1(b), the date of the

applicable Change of Control and (iii) with respect to an early termination pursuant to Section 4.1(c), the date of the

applicable Material Breach.

“Early Termination

Notice” is defined in Section 4.2(a).

“Early Termination

Payment” is defined in Section 4.3(b).

“Early Termination

Reference Date” is defined in Section 4.2(b).

“Early Termination

Schedule” is defined in Section 4.2(b).

“Exchange”

means (i) any Direct Exchange, any Redemption, the Reorganization or any other transfer (as determined for U.S. federal income tax

purposes) of Units to the Corporation from a TRA Party that results in a Basis Adjustment or (ii) any distribution (including a deemed

distribution) by Parent to a TRA Party that results in a Basis Adjustment.

“Exchange Act”

means the Securities and Exchange Act of 1934, as amended, and applicable rules and regulations thereunder, and any successor to

such statute, rules or regulations.

“Exchange Covered Tax

Assets” means (i) Exchange Existing Basis; (ii) Basis Adjustments; (iii) IPO Existing Basis; and (iv) Imputed

Interest reasonably determined to be allocable to payments pursuant to this Agreement arising from the items described in clauses (i) through

(iii). The determination of Exchange Existing Basis and IPO Existing Basis that is allocable to Units being exchanged by the Exchange

TRA Party (and payments made hereunder with respect to such tax basis) shall be determined in good faith by the Corporation in consultation

with the Advisory Firm; provided, that in no event will the portions of existing tax basis in the Reference Assets that are included as

Exchange Covered Tax Assets exceed one hundred percent (100%) of the existing tax basis in the Reference Assets that is allocable to the

Corporation at any time. For the avoidance of doubt, Exchange Covered Tax Assets shall include any carryforwards, carrybacks or similar

attributes that are attributable to the tax items described in clauses (i) through (iv).

“Exchange Existing

Basis” means the existing tax basis of the Reference Assets reported as depreciable or amortizable on IRS Form 4562 for

U.S. federal income tax purposes (without taking into account Section 704(c) of the Code) relating to the Previously Taxed Capital

associated with the Units transferred upon an Exchange, determined as of immediately prior to the time of such Exchange; provided, that

any tax basis included in the IPO Existing Basis Attributable to Exchange TRA Parties shall be excluded from the determination of the

Exchange Existing Basis.

“Exchange TRA Parties”

means each of the members of Parent as of the date hereof (other than Blocker Shareholders and the Corporation) Party hereto and their

Permitted Transferees.

“Exercise Period”

is defined in Section 7.5(b)(ii).

“Expert”

is defined in Section 7.8(a).

“Final Payment Date”

means any date on which a Payment is required to be made pursuant to this Agreement. The Final Payment Date in respect of (i) a Tax

Benefit Payment is determined pursuant to Section 3.1(a) and (ii) an Early Termination Payment is determined pursuant

to Section 4.3(a).

“Hypothetical

Tax Liability” means, with respect to any Taxable Year, the hypothetical liability of the Corporation that would arise in respect

of Covered Taxes, using the same methods, elections, conventions and similar practices used on the actual relevant Tax Returns of the

Corporation but calculated without taking into account the Covered Tax Assets; provided, that for purposes of determining

the Hypothetical Tax Liability, (i) the combined tax rate for U.S. state and local Covered Taxes (including for purposes of determining

the federal benefit with respect to such state and local Covered Taxes) shall be the Assumed State and Local Tax Rate, (ii) the Corporation

shall use the Non-Blocker Existing Basis, the Non-IPO Basis, the Non-Exchange Existing Basis, and the Non-Basis Adjustment Basis, and

(iii) the Corporation shall be entitled to make reasonable simplifying assumptions in making any determinations contemplated by this

definition.

“Imputed Interest”

means any interest imputed under Section 483, 1272 or 1274 or any other provision of the Code or any similar provisions of state,

local or foreign tax Law with respect to the Corporation’s payment obligations under this Agreement.

“Independent Directors”

means the members of the Board who are “independent” under the standards of the principal U.S. securities exchange on which

the Class A Common Stock is traded or quoted.

“Interest Amount”

is defined in Section 3.1(b)(vi).

“IPO” is

defined in the recitals to this Agreement.

“IPO Basis Percentage”

in respect of a TRA Party shall mean the percentage, the numerator of which is the number of Units held by such TRA Party immediately

prior to the Reorganization and the denominator of which is the total Units outstanding immediately prior to the Reorganization; provided,

that in the case of a Blocker Shareholder, the IPO Basis Percentage shall be determined based on the number of Units indirectly held by

such Blocker Shareholder as a result of its ownership of the applicable Blocker Entities.

“IPO Existing Basis”

means existing tax basis in the Reference Assets reported as depreciable or amortizable on IRS Form 4562 for U.S. federal income

tax purposes to the extent allocable to the Corporation as a result of the Corporation’s acquisition of IPO Units (including as

a result of Section 704(c) of the Code).

“IPO Units”

means the Units acquired by the Corporation with the net proceeds from the IPO.

“IRS” means

the U.S. Internal Revenue Service.

“Joinder”

means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.

“Joinder Requirement”

is defined in Section 7.5(a).

“Law” means

all laws, statutes, ordinances, rules and regulations of the U.S., any foreign country and each state, commonwealth, city, county,

municipality, regulatory or self-regulatory body, agency or other political subdivision thereof.

“Market Value”

means the Common Unit Redemption Price, as defined in the Operating Agreement.

“Material Breach”

means the (i) material breach by the Corporation of a material obligation under this Agreement or (ii) the rejection of this

Agreement by operation of law in a case commenced in bankruptcy or otherwise.

“Net Tax Benefit”

is defined in Section 3.1(b)(ii).

“Non-Basis Adjustment

Basis” means, with respect to any Reference Asset reported as depreciable or amortizable on IRS Form 4562 for U.S. federal

income tax purposes (without taking into account Section 704(c) of the Code) 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.

“Non-Blocker Existing

Basis” means, with respect to any Reference Assets reported as depreciable or amortizable on IRS Form 4562 for U.S. federal

income tax purposes (without taking into account Section 704(c) of the Code) at the time of the Reorganization, the tax basis

that such Reference Assets would have had if the Blocker Existing Basis was equal to zero.

“Non-Exchange Existing

Basis” means, with respect to any Reference Assets reported as depreciable or amortizable on IRS Form 4562 for U.S. federal

income tax purposes (without taking into account Section 704(c) of the Code) at the time of the an Exchange, the tax basis that

such Reference Assets would have had if the Exchange Existing Basis was equal to zero.

“Non-IPO Basis”

means, with respect to any Reference Assets reported as depreciable or amortizable on IRS Form 4562 for U.S. federal income tax purposes

at the time of the Unit Purchase, the tax basis that such Reference Assets would have had if the IPO Existing Basis was equal to zero.

“Objection Notice”

is defined in Section 2.4(a)(ii).

“Offered Price”

is defined in Section 7.5(b)(i).

“Offered TRA Interests”

is defined in Section 7.5(b)(i).

“Operating

Agreement” means that certain Fourth Amended and Restated Limited Liability Company Agreement of Parent, dated as of

the date hereof, as such agreement may be further amended, restated, supplemented or otherwise modified from time to time.

“Parent”

is defined in the preamble to this Agreement.

“Parent Group”

means Parent and each of its direct or indirect Subsidiaries that is treated as a partnership or disregarded entity for applicable tax

purposes (but excluding any such Subsidiary that is directly or indirectly held by any entity treated as a corporation for applicable

tax purposes (other than the Corporation)).

“Parties”

means the parties named on the signature pages to this agreement and each additional party that satisfies the Joinder Requirement,

in each case with their respective successors and assigns.

“Payment”

means any Tax Benefit Payment or Early Termination Payment and in each case, unless otherwise specified, refers to the entire amount of

such Payment or any portion thereof.

“Permitted Transferee”

has the meaning set forth in the Operating Agreement.

“Person”

means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization,

governmental entity or other entity.

“Pre-Exchange Transfer”

means any transfer (or deemed transfer) of one or more Units (i) that occurs after the consummation of the IPO but prior to an Exchange

of such Units and (ii) to which Section 743(b) of the Code applies.

“Previously Taxed Capital”

means the Corporation’s interest as a partner in Parent’s previously taxed capital determined in accordance with Treasury

Regulations Section 1.743-1(d).

“Proposed Transferee”

is defined in Section 7.5(b)(i).

“Realized Tax Benefit”

is defined in Section 3.1(b)(iv).

“Realized Tax Detriment”

is defined in Section 3.1(b)(v).

“Recapitalization”

is defined in the recitals to this Agreement.

“Reconciliation Dispute”

is defined in Section 7.8(a).

“Reconciliation Procedures”

is defined in Section 7.8(a).

“Redemption”

is defined in the recitals to this Agreement.

“Reference

Asset” means any asset of any member of the Parent Group on the relevant date of determination under this Agreement (including

at the time of an Exchange and the IPO, as applicable). A Reference Asset also includes any asset the tax basis of which is determined,

in whole or in part, by reference to the tax basis of an asset that is described in the preceding sentence, including “substituted

basis property” within the meaning of Section 7701(a)(42) of the Code.

“Reorganization”

is defined in the Recitals to this Agreement.

“Right of First Refusal”

is defined in Section 7.5(b).

“Right of First Refusal

Closing” is defined in Section 7.5(b)(iv).

“Schedule”

means any of the following: (i) an Attribute Schedule; (ii) a Tax Benefit Schedule; (iii) an Early Termination Schedule;

and (iv) any Amended Schedule.

“Seller”

is defined in Section 7.5(b).

“Senior Obligations”

is defined in Section 5.1.

“SOFR” means

during any period, an interest rate per annum equal to the rate per annum reported on the applicable Bloomberg screen page (or other

commercially available source providing quotations of SOFR) for the Secured Overnight Financing Rate as published by the Federal Reserve

Bank of New York for such period; provided, that at no time shall SOFR be less than zero percent (0%).

“Subsidiary”

means, with respect to any Person and as of any determination date, any other Person as to which such first Person (i) owns, directly

or indirectly, or otherwise controls, more than 50% of the voting power or other similar interests of such other Person or (ii) is

the sole general partner interest, or managing member or similar interest, of such other Person.

“Subsidiary Stock”

means any stock or other equity interest in any Subsidiary of the Corporation that is treated as a corporation for U.S. federal income

tax purposes.

“Tax Benefit Payment”

is defined in Section 3.1(b).

“Tax Benefit Schedule”

is defined in Section 2.3(a).

“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 any information return, claim for refund, amended return and declaration of estimated tax.

“Taxable Year”

means a taxable year of the Corporation as defined in Section 441(b) of the Code or any similar provisions of U.S. state or

local tax Law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax

Return is filed), ending on or after the closing date of the IPO.

“Taxing Authority”

means any national, federal, state, county, municipal or local government, or any subdivision, agency, commission or authority thereof,

or any quasi-governmental body, or any other authority of any kind, exercising regulatory or other authority in relation to tax matters.

“TRA

Interests” is defined in Section 7.5(b).

“TRA Parties”

means the Exchange TRA Parties and the Blocker Shareholders.

“TRA Party Approval”

means written approval by TRA Parties whose rights under this Agreement are attributable to at least 50% of the Units outstanding (excluding

any Units held by the Corporation) immediately after the Unit Purchase (as appropriately adjusted for any subsequent changes to the number

of outstanding Units). For purposes of this definition, a TRA Party’s rights under this Agreement shall be attributed to Units as

of the time of a determination of TRA Party Approval. For the avoidance of doubt, (i) an Exchanged Unit shall be attributed only

to the TRA Party entitled to receive Tax Benefit Payments with respect to such Exchanged Unit (i.e., the TRA Party who Exchanged

the Unit or the assignee of such TRA Party’s rights hereunder) and (ii) an outstanding Unit that has not been Exchanged shall

be attributed only to the TRA Party (or, if applicable, the assignee of its rights hereunder) entitled to receive Tax Benefit Payments

upon the Exchange of such Unit.

“Transfer”

(and, with a correlative meaning, the terms “Transferee,” “Transferor,” “Transferred,”

and other forms of the word “Transfer”) means any sale, transfer, assignment, redemption, pledge, encumbrance or other

disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation

of Law) (a) any interest (legal or beneficial) in any Equity Securities, (b) any equity or other interest (legal or beneficial)

in any Member if substantially all of the assets of such Member consist solely of Units, or (c) any TRA Interest, as applicable.

“Transfer Notice”

is defined in Section 7.5(b)(i).

“Treasury Regulations”

means the final, temporary and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from time to

time (including corresponding provisions and succeeding provisions) and as in effect for the relevant taxable period.

“U.S.” means

the United States of America.

“Unit Purchase”

is defined in the recitals to this Agreement.

“Units” means

Common Units, as defined in the Operating Agreement.

“Valuation Assumptions”

means, as of an Early Termination Effective Date, the assumptions that:

(i)           in

each Taxable Year ending on or after such Early Termination Effective Date, the Corporation will have taxable income sufficient to fully

use the Covered Tax Assets (other than any such Covered Tax Assets that constitute or have resulted in net operating losses, disallowed

interest expense carryforwards, or credit carryforwards or carryovers (determined as of the Early Termination Effective Date), which shall

be governed by paragraph (iv) below) during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis

Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation

Assumptions) in which such deductions would become available;

(ii)           the

U.S. federal 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 applicable Law as in effect on the Early Termination Effective Date, except to the extent any change to such tax rates

for such Taxable Year have already been enacted into Law, and the combined U.S. state and local income tax rates shall be the Assumed

State and Local Tax Rate in effect for each such Taxable Year;

(iii)           all

taxable income of the Corporation will be subject to the maximum applicable tax rates for each Covered Tax throughout the relevant period;

provided, that the combined tax rate for U.S. state and local income taxes shall be the Assumed State and Local Tax Rate;

(iv)           any

carryovers or carrybacks of losses, credits, or disallowed interest expense that are or are generated by any Covered Tax Assets (including

any Basis Adjustments or Imputed Interest generated as a result of payments made or deemed to be made under this Agreement) and available

(taking into account any known and applicable limitations) as of the date of the Early Termination Schedule will be used by the Corporation

ratably in each of the 5 consecutive Taxable Years beginning with the Taxable Year that includes the date of the Early Termination Schedule

(but, in the case of any such carryover or carryback that has less than 5 remaining Taxable Years, ratably through the scheduled expiration

date of such carryover or carryback) (by way of example, if on the date of the Early Termination Schedule the Corporation had $100 of

net operating losses, $20 of such net operating losses would be used in each of the 5 consecutive Taxable Years beginning in the

Taxable Year of such Early Termination Schedule);

(v)           any

non-amortizable assets (other than Subsidiary Stock) will be disposed of on the fifteenth anniversary of the Early Termination Effective

Date;

(vi)           if,

on the Early Termination Effective Date, any TRA Party has Units that have not been Exchanged, then such Units shall be deemed to be Exchanged

for the Market Value of the shares of Class A Common Stock or the amount of cash that would be received by such TRA Party had such

Units actually been Exchanged on the Early Termination Effective Date;

(vii)           any

future payment obligations pursuant to this Agreement that are used to calculate the Early Termination Payment will be satisfied on the

date that any Tax Return to which any such payment obligation relates is required to be filed excluding any extensions; and

(viii)           with

respect to Taxable Years ending prior to the Early Termination Effective Date, any unpaid Tax Benefit Payments and any applicable Default

Rate Interest will be paid.

For the avoidance of doubt,

in the event of a Change of Control, such assumptions shall not take into account any changes in the Corporation’s stand alone tax

position that might result from the transaction giving rise to the Change of Control.

“Voluntary Early Termination”

is defined in Section 4.2(a)(i).

Section 1.2.            Rules of

Construction. Unless otherwise specified herein:

(a)           For

purposes of interpretation of this Agreement:

(i)            The

words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used

in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof.

(ii)           Unless

specified otherwise, references to an Article, Section or clause refer to the appropriate Article, Section or clause in this

Agreement.

(iii)          References

to dollars or “$” refer to the lawful currency of the U.S.

(iv)          The

terms “include” or “including” are by way of example and not limitation and shall be deemed followed by the words

“without limitation”.

(v)           The

term “or”, when used in a list of two or more items, means “and/or” and may indicate any combination of the items.

(vi)           The

term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements

and other writings, however evidenced, whether in physical or electronic form.

(b)           In

the computation of periods of time from a specified date to a later specified date, the word “from” means “from and

including”, the words “to” and “until” each mean “to but excluding” and the word “through”

means “to and including.”

herein are included for convenience of reference only and shall not affect the interpretation of this Agreement.

(d)           Unless

otherwise expressly provided herein, (i) references to organizational documents (including the Operating Agreement), agreements (including

this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements

and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications

are permitted hereby, and (ii) references to any Law (including the Code and the Treasury Regulations) include all statutory and

regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

ARTICLE II

Determination of Realized Tax Benefit

Section 2.1.            Basis

Adjustments; Parent 754 Election.

(a)           Basis

Adjustments. The Parties acknowledge and agree that (i) each Redemption shall be treated as a direct purchase of Units by the

Corporation from the applicable TRA Party pursuant to Section 707(a)(2)(B) of the Code (or any similar provisions of applicable

state, local or foreign tax Law) (i.e., equivalent to a Direct Exchange) and (ii) each Exchange will give rise to Basis Adjustments.

(b)           Parent

Section 754 Election. The Corporation shall cause Parent and its Subsidiaries (as reasonably determined by the Corporation)

that is treated as a partnership for U.S. federal income tax purposes to have in effect an election under Section 754 of the Code

(or any similar provisions of applicable state, local or foreign tax Law) for each Taxable Year. The Corporation shall take commercially

reasonable efforts to cause each Person in which Parent owns a direct or indirect equity interest (other than a Subsidiary) that is so

treated as a partnership to have in effect any such election for each Taxable Year as reasonably determined by the Corporation.

Section 2.2.            Attribute

Schedules. Within one hundred and fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the Corporation

for each relevant Taxable Year, the Corporation shall deliver to the TRA Parties a schedule showing, in reasonable detail, (i) the

Blocker Covered Tax Assets that are available for use by the Corporation with respect to each TRA Party with respect to such Taxable

Year and the portion of the Blocker Covered Tax Assets that are available for use by the Corporation with respect to each TRA Party with

respect to future Taxable Years, (ii) the Exchange Covered Tax Assets that are available for use by the Corporation with respect

to such Taxable Year with respect to each TRA Party that has effected an Exchange (including the Basis Adjustments with respect to the

Reference Assets resulting from Exchanges effected in such Taxable Year and the periods over which such Basis Adjustments are amortizable

or depreciable), (iii) the portion of the Exchange Covered Tax Assets that are available for use by the Corporation in future Taxable

Years with respect to each TRA Party that has effected an Exchange and (iv) any limitations on the ability of the Corporation to

utilize any Covered Tax Assets under applicable Laws (including as a result of the operation of Section 382 of the Code or Section 383

of the Code) (such schedule, an “Attribute Schedule”). An Attribute Schedule will become final and binding on the

Parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the procedures

set forth in Section 2.4(b).

Section 2.3.            Tax

Benefit Schedules.

(a)           Tax

Benefit Schedule. Within one hundred and fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the

Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to

the TRA Parties a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such

Taxable Year (a “Tax Benefit Schedule”). A Tax Benefit Schedule will become final and binding on the Parties pursuant

to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the procedures set forth

in Section 2.4(b).

(b)           Applicable

Principles. Subject to the provisions hereunder, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended

to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Covered

Tax Assets, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks

of any tax item attributable to any of the Covered Tax Assets shall be considered to be subject to the rules of the Code and the

Treasury Regulations, and the appropriate provisions of state, local and foreign tax Law, governing the use, limitation or 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 any Covered Tax Assets (a “TRA Portion”) and another portion that is not attributable to any Covered Tax Assets

(a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without”

methodology so that (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with

the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)) and (ii) in

the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation

made in the prior Taxable Year.

Section 2.4.            Procedures;

Amendments.

(a)           Procedures.

Each time the Corporation delivers a Schedule to the TRA Parties under this Agreement, the Corporation shall, with respect to such Schedule,

also (i) deliver to the TRA Parties supporting schedules and work papers, as reasonably requested by any TRA Party, that provide

a reasonable level of detail regarding relevant data and calculations and (ii) allow the TRA Parties and their advisors to have

reasonable access to the appropriate representatives, as reasonably requested by the TRA Parties, at the Corporation or the Advisory

Firm in connection with a review of relevant information. A Schedule will become final and binding on the TRA Parties thirty (30) calendar

days from the date on which the TRA Parties first received the applicable Schedule unless a TRA Party, within such period, provides the

Corporation with written notice of a material objection (made in good faith) to such Schedule and sets forth in reasonable detail such

TRA Party’s material objection (an “Objection Notice”). If the Parties, for any reason, are unable to resolve

the issues raised in such Objection Notice within thirty (30) calendar days after receipt by the Corporation of the Objection Notice,

the Corporation and the applicable TRA Party shall employ the Reconciliation Procedures described in Section 7.8 and the

finalization of the Schedule will be conducted in accordance therewith.

(b)           Amended

Schedule. A Schedule (other than an Early Termination Schedule) for any Taxable Year may only and shall be amended from time to time

by the Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in such Schedule

identified as a result of the receipt of additional factual information relating to a Taxable Year after the date such Schedule was originally

provided to the TRA Parties, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to

reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryover or carryback

of a loss or other tax item to such Taxable Year or (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment

for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year (any such Schedule in its amended form, an “Amended

Schedule”). The Corporation shall provide any Amended Schedule to the applicable TRA Parties within sixty (60) calendar days

of the occurrence of an event referred to in any of clauses (i) through (v) of the preceding sentence, and the

delivery and finalization of any such Amended Schedule shall, for the avoidance of doubt, be subject to the procedures described in Section 2.4(a).

ARTICLE III

Tax Benefit Payments

Section 3.1.            Timing

and Amount of Tax Benefit Payments.

(a)           Timing

of Payments. Subject to Sections 3.2 and 3.3, by the date that is five (5) Business Days following the date

on which each Tax Benefit Schedule becomes final in accordance with Section 2.4(a) (such date, the “Final Payment

Date” in respect of any Tax Benefit Payment), the Corporation shall pay in full to each relevant TRA Party the Tax Benefit Payment

as determined pursuant to Section 3.1(b). Each such Tax Benefit Payment shall be made by wire transfer of immediately available

funds to a bank account or accounts designated by such TRA Party. For the avoidance of doubt, no TRA Party shall be required under any

circumstances to return any Payment or any Default Rate Interest paid by the Corporation to such TRA Party.

(b)           Amount

of Payments. For purposes of this Agreement, a “Tax Benefit Payment” with respect to any TRA Party means an amount

equal to the sum of the Net Tax Benefit that is Attributable to such TRA Party and the Interest Amount with respect thereto. No Tax Benefit

Payment shall be calculated or made in respect of any estimated tax payments, including any estimated U.S. federal income tax payments.

(i)            Attributable.

A Net Tax Benefit is “Attributable” to a TRA Party in accordance with the following principles:

(A)          any

Blocker Tax Attributes shall be determined separately with respect to each Blocker Entity and are Attributable to the Blocker Shareholders

of each Blocker Entity that, but for the participation of a Blocker Entity and the relevant Blocker Shareholder in the Reorganization,

the Corporation would not have had the use of such Blocker Tax Attributes, and is Attributable to the Blocker Shareholders of each Blocker

Entity proportionately in accordance with Exhibit B;

(B)           any

Blocker Existing Basis shall be determined separately with respect to each Blocker Entity and is Attributable to the Blocker Shareholders

of each Blocker Entity proportionately in accordance with Exhibit B;

IPO Existing Basis shall be determined separately with respect to each TRA Party and is Attributable to each TRA Party in an amount equal

to the product of the total IPO Existing Basis and the IPO Basis Percentage of such TRA Party;

(D)           any

Exchange Existing Basis shall be determined separately with respect to each Exchange TRA Party and is Attributable to each Exchange TRA

Party to the extent it is attributable to Units that were transferred in an Exchange by such Exchange TRA Party;

(E)           any

Basis Adjustments shall be determined separately with respect to each TRA Party and are Attributable to each TRA Party in an amount equal

to the total Basis Adjustment relating to Units delivered to the Corporation by such TRA Party in the Exchange or such total Basis Adjustment

attributable to any distribution (or deemed distribution) to such TRA Party; and

(F)           any

deduction to the Corporation in respect of Imputed Interest is Attributable to the TRA Party that is required to include the Imputed Interest

in income (without regard to whether such Person is actually subject to tax thereon).

(ii)           Net

Tax Benefit. The “Net Tax Benefit” with respect to a TRA Party for a Taxable Year equals the amount of the excess,

if any, of (A) 85% of the Cumulative Net Realized Tax Benefit Attributable to such TRA Party as of the end of such Taxable Year over

(B) the aggregate amount of all Tax Benefit Payments previously made to such TRA Party under this Section 3.1 (excluding

payments attributable to Interest Amounts).

(iii)          Cumulative

Net Realized Tax Benefit. The “Cumulative Net Realized Tax Benefit” for a Taxable Year equals the cumulative amount

of Realized Tax Benefits for all Taxable Years of the Corporation up to and including such Taxable Year, net of the cumulative amount

of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined

based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

(iv)          Realized

Tax Benefit. The “Realized Tax Benefit” for a Taxable Year equals the excess, if any, of the Hypothetical Tax Liability

over the Actual Tax Liability for such Taxable Year. If all or a portion of the Actual Tax Liability for such Taxable Year arises as a

result of an audit or similar proceeding 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.

(v)           Realized

Tax Detriment. The “Realized Tax Detriment” for a Taxable Year equals the excess, if any, of the Actual Tax Liability

over the Hypothetical Tax Liability for such Taxable Year. If all or a portion of the Actual Tax Liability for such Taxable Year arises

as a result of an audit or similar proceeding 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.

(vi)          Interest

Amount. The “Interest Amount” in respect of a TRA Party equals interest on the unpaid amount of the Net Tax Benefit

with respect to such TRA Party for a Taxable Year, calculated at the Agreed Rate from the due date (without extensions) for filing the

U.S. federal income Tax Return of the Corporation for such Taxable Year until the earlier of (A) the date on which no remaining Tax

Benefit Payment to the TRA Party is due in respect of such Net Tax Benefit and (B) the applicable Final Payment Date.

(vii)          The

TRA Parties 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 U.S. federal income or other applicable

tax purposes. Notwithstanding anything to the contrary in this Agreement, if a TRA Party notifies the Corporation in accordance with the

following, the stated maximum selling price (within the meaning of Treasury Regulation 15A.453-1(c)(2)) (A) with respect to the Reorganization

(including amounts payable to the Blocker Shareholders pursuant to this Agreement) shall not exceed the sum of (I) the value of the

Class A Common Stock delivered to the Blocker Shareholders in the Reorganization on the closing date of the Reorganization, (II) the

amount of cash, if any, delivered to the Blocker Shareholders in the Reorganization plus (III) the amount, if any, set forth in a

written notification delivered by the relevant Blocker Shareholder to the Corporation with respect to the Reorganization, and the aggregate

Payments under this Agreement to such Blocker Shareholders (other than amounts accounted for as interest under the Code) shall not exceed

the amount described in this clause (A)(III) and (B) with respect to any transfer of Units by an Exchange TRA Party pursuant

to an Exchange shall not exceed the sum of (I) the amounts described in clauses (i) and (iii) of the definition of Amount

Realized with respect to such Exchange plus (II) the amount, if any, set forth in the Redemption Notice (as defined in the Operating

Agreement) or other written notification delivered by the relevant TRA Party to the Corporation with respect to the relevant Exchange,

and the aggregate Payments under this Agreement to such Exchange TRA Party (other than amounts accounted for as interest under the Code)

shall not exceed the amount described in this clause (B)(II).

Section 3.2.            No

Duplicative Payments. It is intended that the provisions hereunder will not result in the duplicative payment of any amount that

may be required under this Agreement, and the provisions hereunder shall be consistently interpreted and applied in accordance with that

intent.

Section 3.3.            Pro-Ration

of Payments as Between the TRA Parties.

(a)           Insufficient

Taxable Income. Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential Covered Tax

benefit of the Corporation as calculated with respect to the Covered Tax Assets (in each case, without regard to the Taxable Year of origination)

is limited in a particular Taxable Year because the Corporation does not have sufficient actual taxable income, then the available Covered

Tax benefit for the Corporation shall be allocated among the TRA Parties in proportion to the respective Tax Benefit Payment that would

have been payable if the Corporation had sufficient taxable income. For example, if the Corporation had $200 of aggregate potential Covered

Tax benefits with respect to the Covered Tax Assets in a particular Taxable Year (with $50 of such Covered Tax benefits Attributable to

TRA Party A and $150 Attributable to TRA Party B), such that TRA Party A would have been entitled to a Tax Benefit Payment of $42.50 and

TRA Party B would have been entitled to a Tax Benefit Payment of $127.50 if the Corporation had sufficient actual taxable income, and

if the Corporation instead had insufficient actual taxable income in such Taxable Year, such that the Covered Tax benefit was limited

to $100, then $25 of the aggregate $100 actual Covered Tax benefit for the Corporation for such Taxable Year would be allocated to TRA

Party A and $75 would be allocated to TRA Party B, such that TRA Party A would receive a Tax Benefit Payment of $21.25 and TRA Party B

would receive a Tax Benefit Payment of $63.75.

(b)           Late

Payments. If for any reason the Corporation is not able to fully satisfy its payment obligations to make all Tax Benefit Payments

due in respect of a particular Taxable Year, then (i) Default Rate Interest will accrue pursuant to Section 5.2, (ii) the

Corporation shall pay the available amount of such Tax Benefit Payments (and any applicable Default Rate Interest) in respect of such

Taxable Year to each TRA Party pro rata in line with Section 3.3(a) and (iii) no Tax Benefit Payment shall be made

in respect of any Taxable Year until all Tax Benefit Payments (and any applicable Default Rate Interest) to all TRA Parties in respect

of all prior Taxable Years have been made in full.

Section 3.4.            Overpayments.

Subject to the procedures described in Section 2.4(a), to the extent the Corporation makes a payment to a TRA Party in respect

of a particular Taxable Year under Section 3.1(a) in an amount in excess of the amount of such payment that should have

been made to such TRA Party in respect of such Taxable Year (taking into account Section 3.3) under the terms of this Agreement,

then such TRA Party shall not receive further payments under Section 3.1(a) until such TRA Party has foregone an amount

of payments equal to such excess; provided, that for the avoidance of the doubt, no TRA Party shall be required to return any payment

paid by the Corporation to such TRA Party.

Section 3.5.            IPO

Existing Basis. Notwithstanding anything to the contrary herein, no Exchange TRA Party shall be entitled to any Tax Benefit Payments

with respect to any IPO Existing Basis unless and until such Exchange TRA Party has Exchanged (in one or more Exchanges) Units equal

to 5% of the Units held by such Exchange TRA Party immediately prior to the Reorganization (such Units, with respect to each Exchange

TRA Party, such Exchange TRA Party’s “Threshold Exchange Units”). An Exchange TRA Party which has Exchanged

at least the Threshold Exchange Units shall become entitled to receive (a) on the immediately succeeding Final Payment Date, the

Tax Benefit Payments foregone as a result of the immediately preceding sentence, if any, and (b) on each subsequent Final Payment

Date, the amount of Tax Benefit Payments (including with respect to IPO Existing Basis), if any, otherwise payable to such TRA Party

on such Final Payment Date. Notwithstanding anything herein to the contrary and for the avoidance of doubt, any Tax Benefit Payments

due and owing to any Blocker Shareholder shall not be subject to this Section 3.5.

ARTICLE IV

Termination

Section 4.1.            Early

Termination of Agreement; Acceleration Events.

(a)           Corporation’s

Early Termination Right. With the written approval of a majority of the Independent Directors, the Corporation may terminate this

Agreement, as and to the extent provided herein, by paying in full each and every TRA Party the Early Termination Payment (along with

any applicable Default Rate Interest) due to such TRA Party.

(b)           Acceleration

upon Change of Control. In the event of a Change of Control, the Early Termination Payment (calculated as if an Early Termination

Notice had been delivered on the date of the Change of Control) shall become due and payable in accordance with Section 4.3

and the Agreement shall terminate, as and to the extent provided herein.

upon Breach of Agreement. In the event of a Material Breach, the Early Termination Payment (calculated as if an Early Termination

Notice had been delivered on the date of the Material Breach) shall become due and payable in accordance with Section 4.3

and the Agreement shall terminate, as and to the extent provided herein. Subject to the next sentence, the Corporation’s failure

to make a Payment (along with any applicable Default Rate Interest) within ninety (90) calendar days of the applicable Final Payment Date

shall be deemed to constitute a Material Breach. To the extent that any Tax Benefit Payment is not made by the date that is ninety (90)

calendar days after the relevant Final Payment Date because the Corporation (i) is prohibited from making such payment under Section 5.1

or the terms of any agreement governing any Senior Obligations or (ii) does not have, and cannot take commercially reasonable actions

to obtain, sufficient funds to make such payment, such failure will not constitute a Material Breach; provided that (A) such

payment obligation nevertheless will accrue at the Default Rate Interest for the benefit of the TRA Parties, (B) the Corporation

shall promptly (and in any event, within five (5) Business Days) pay the entirety of the unpaid amount (along with any applicable

Default Rate Interest) once the Corporation is not prohibited from making such payment under Section 5.1 or the terms of the

agreements governing the Senior Obligations and the Corporation has sufficient funds to make such payment and (C) the failure of

the Corporation to comply with the foregoing clause (B) will constitute a Material Breach; provided further that that the

interest provision of Section 5.2 shall apply to such late payment (unless the Corporation 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). It shall be a Material Breach if the Corporation makes any distribution of

cash or other property (other than shares of Class A Common Stock) to its stockholders or uses cash or other property to repurchase

any capital stock of the Corporation (including Class A Common Stock), in each case, before (x) all Tax Benefit Payments (along

with any applicable Default Rate Interest) that are due and payable as of the date the Corporation enters into a binding commitment to

make such distribution or repurchase have been paid or (y) sufficient funds for the payment of all Tax Benefits Payments (along with

any applicable Default Rate Interest) that are due and payable on the date of the distribution or repurchase have been reserved therefor.

The Corporation shall use commercially reasonable efforts to (1) obtain sufficient available funds for the purpose of making Tax

Benefit Payments under this Agreement and (2) avoid entering into any agreements that could be reasonably anticipated to materially

delay the timing of the making of any Tax Benefit Payments under this Agreement.

(d)           In

the case of a termination pursuant to any of the foregoing paragraphs (a), (b) or (c), upon the Corporation’s

payment in full of the Early Termination Payment (along with any applicable Default Rate Interest) to each TRA Party, the Corporation

shall have no further payment obligations under this Agreement other than with respect to any Tax Benefit Payments (along with any applicable

Default Rate Interest) in respect of any Taxable Year ending prior to the Early Termination Effective Date, and such payment obligations

shall survive the termination of, and be calculated and paid in accordance with, this Agreement. If an Exchange subsequently occurs with

respect to Units for which the Corporation has paid the Early Termination Payment in full, the Corporation shall have no obligations under

this Agreement with respect to such Exchange.

Section 4.2.            Early

Termination Notice.

(a)           If

(i) the Corporation chooses to exercise its termination right under Section 4.1(a) (“Voluntary Early Termination”),

(ii) a Change of Control occurs or (iii) a Material Breach occurs, the Corporation shall, in each case, deliver to the TRA

Parties a reasonably detailed notice of the Corporation’s decision to exercise such right or the occurrence of such event, as applicable

(an “Early Termination Notice”). In the case of an Early Termination Notice delivered with respect to a Voluntary

Early Termination, the Corporation may withdraw such Early Termination Notice and rescind its Voluntary Early Termination at any time

prior to the time at which any Early Termination Payment is paid and the terms of this Agreement shall apply as if such Early Termination

Notice had never been delivered.

(b)           The

Corporation shall deliver a schedule showing in reasonable detail the calculation of the Early Termination Payment (an “Early

Termination Schedule”) (i) simultaneously with the delivery of an Early Termination Notice or (ii) in the case of

a termination pursuant to Section 4.1(b) or Section 4.1(c), as soon as reasonably practicable following

the occurrence of the Change of Control or Material Breach giving rise to such termination. The date on which such Early Termination

Schedule becomes final in accordance with Section 2.4(a) shall be the “Early Termination Reference Date”.

Section 4.3.            Payment

upon Early Termination.

(a)           Timing

of Payment. By the date that is five (5) Business Days after the Early Termination Reference Date (such date, the “Final

Payment Date” in respect of the Early Termination Payment), the Corporation shall pay in full to each TRA Party an amount equal

to the Early Termination Payment applicable to such TRA Party. Such Early Termination Payment shall be made by the Corporation by wire

transfer of immediately available funds to a bank account or accounts designated by the applicable TRA Party.

(b)           Amount

of Payment. The “Early Termination Payment” payable to a TRA Party pursuant to Section 4.3(a) shall

equal the present value, discounted at the Agreed Rate and determined as of the Early Termination Reference Date, of all Tax Benefit Payments

(other than any Tax Benefit Payments in respect of Taxable Years ending prior to the Early Termination Effective Date) that would be required

to be paid by the Corporation to such TRA Party, beginning from the Early Termination Effective Date and using the Valuation Assumptions.

For the avoidance of doubt, an Early Termination Payment shall be made to each TRA Party in accordance with this Agreement, regardless

of whether a TRA Party has Exchanged all of its Units as of the Early Termination Effective Date.

ARTICLE V

Subordination and Late Payments

Section 5.1.            Subordination.

Notwithstanding any other provision of this Agreement to the contrary, any payment required to be made by the Corporation 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 owed in respect of indebtedness for borrowed money of the Corporation (other than, for the avoidance

of doubt, any trade payables, intercompany debt or other similar obligations) (“Senior Obligations”) and shall rank

pari passu in right of payment with all current or future obligations of the Corporation that are not Senior Obligations.

Section 5.2.            Late

Payments by the Corporation. Subject to the second proviso in the third sentence of Section 4.1(c), the amount of any

Payment not made to any TRA Party by the applicable Final Payment Date shall be payable together with “Default Rate Interest”,

calculated at the Default Rate and accruing on the amount of the unpaid Payment from the applicable Final Payment Date until the date

on which the Corporation makes such Payment to such TRA Party.

ARTICLE VI

Tax Matters; Consistency; Cooperation

Section 6.1.            Participation

in the Corporation’s and Parent’s Tax Matters. Except as otherwise provided herein or in Article IX of the Operating

Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and

Parent, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided,

however, that the Corporation shall not settle any issue pertaining to Covered Taxes that is reasonably expected to materially

adversely affect the TRA Parties’ rights and obligations under this Agreement without the consent of the Brookwood Nominee, such

consent not to be unreasonably withheld or delayed. If the Brookwood Nominee fails to respond to any notice with respect to the settlement

of any such issue within forty-five (45) calendar days of its receipt of the applicable notice, the Brookwood Nominee shall be deemed

to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, (i) the Corporation shall notify

the Brookwood Nominee of, and keep it reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation,

Parent or any of Parent’s Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the TRA

Parties’ rights and obligations under this Agreement, including the timing of anticipated Tax Benefit Payments, and (ii) the

Brookwood Nominee shall have the right to participate in and to monitor at its own expense (but, for the avoidance of doubt, not to control)

any such issue in any such tax audit. To the extent there is a conflict between this Agreement and the Operating Agreement as it relates

to tax matters concerning Covered Taxes and the Corporation and Parent, including preparation, filing or amending of any Tax Return and

defending, contesting or settling any issue pertaining to taxes, this Agreement shall control.

Section 6.2.            Consistency.

Except upon the written advice of the Advisory Firm, all calculations and determinations made hereunder, including any Basis Adjustments,

the Schedules and the determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections,

methodologies and positions taken by the Corporation and Parent on their respective Tax Returns. Each TRA Party shall prepare its Tax

Returns in a manner consistent with the terms of this Agreement and any related calculations or determinations made hereunder, including

the terms of Section 2.1 and the Schedules provided to each such TRA Party, except as otherwise required by Law. In the event

that an Advisory Firm is replaced with another Advisory Firm acceptable to the Audit Committee, the TRA Parties shall cause such replacement

Advisory Firm to perform its services necessitated by this Agreement using procedures and methodologies consistent with those of the

previous Advisory Firm, unless otherwise required by Law or unless the Corporation and all of the TRA Parties agree to the use of other

procedures and methodologies.

Section 6.3.            Cooperation.

(a)           Each

TRA Party shall (i) furnish to the Corporation in a timely manner such information, documents and other materials as the Corporation

may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing

any Tax Return of Parent or any of its Subsidiaries or contesting or defending any related audit, examination or controversy with any

Taxing Authority, (ii) make itself available to the Corporation and its representatives to provide explanations of documents and

materials and such other information as the Corporation or its representatives may reasonably request in connection with any of the matters

described in clause (i) above and (iii) reasonably cooperate in connection with any such matter.

(b)           The

Corporation shall reimburse the TRA Parties for any reasonable and documented out-of-pocket costs and expenses incurred pursuant to Section 6.3(a).

ARTICLE VII

Miscellaneous

Section 7.1.            Notices.

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and (i) delivered personally,

(ii) sent by e-mail or (iii) sent by overnight courier, in each case, addressed as follows:

If to the Corporation, to:

Yesway, Inc.

2301 Eagle Parkway

Fort Worth, TX 76177

Attn: General Counsel

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

1271 Avenue of Americas

New York, NY 10020

Attn: Ian D. Schuman, Esq., Stelios G. Saffos, Esq. and Drew Capurro, Esq.

Facsimile: (212) 751-4864

If to any TRA Party, to the address and

e-mail address specified on such TRA Party’s signature page to the applicable Joinder or otherwise on file with the Corporation

or Parent.

Any Party may change its address, fax number or

e-mail address by giving each of the other Party written notice thereof 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 TRA Parties and delivered to the other TRA Parties, it being

understood that all TRA Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by

e-mail transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

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.            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 hereunder 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 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.

Section 7.5.            Assignments;

Amendments; Successors; No Waiver.

(a)           Assignment.

No TRA Party may assign, sell, pledge or otherwise alienate or Transfer any interest in this Agreement, including the right to receive

any payments under this Agreement, to any Person without such Person executing and delivering a Joinder agreeing to succeed to the applicable

portion of such TRA Party’s TRA Interest and to become a Party for all purposes of this Agreement (the “Joinder Requirement”);

provided, that (x) prior to any assignment, sale, pledge or other alienation or Transfer of a TRA Interest, including the

right to receive any payments under this Agreement, the Corporation will have the Right of First Refusal described in Section 7.5(b) to

purchase such interest in this Agreement from such TRA Party and (y) the TRA Parties’ approval and consent rights described

in Section 6.1 shall not be Transferrable or assignable to any Person (other than Permitted Transferees) without the prior

written consent of the Corporation, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if any TRA

Party sells, exchanges, distributes or otherwise Transfers Units to any Person (other than the Corporation or Parent) in accordance with

the terms of the Operating Agreement, such TRA Party shall have the option to assign to the Transferee of such Units its TRA Interest

and rights under this Agreement with respect to such Transferred Units; provided that such Transferee has satisfied the Joinder

Requirement. For the avoidance of doubt, if a TRA Party Transfers Units in accordance with the terms of the Operating Agreement but does

not assign to the Transferee of such Units its TRA Interest and rights under this Agreement with respect to such Transferred Units, such

TRA Party shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units

(and any such Transferred Units shall be separately identified, so as to facilitate the determination of payments hereunder). The Corporation

may not assign any of its rights or obligations under this Agreement to any Person without TRA Party Approval (and any purported assignment

without such consent shall be null and void).

(b)           Right

of First Refusal. Before a TRA Party (such TRA Party, the “Seller”) may Transfer any interest in this Agreement,

including the right to receive any Tax Benefit Payments under this Agreement (collectively, “TRA Interests”), to any

Person (other than a Permitted Transferee), in addition to any other requirements set forth in this Agreement (including as set forth

in Section 7.5(a)), Seller must comply with the following (the “Right of First Refusal”):

(i)            Prior

to Seller Transferring any of its TRA Interests to any Person (other than a Permitted Transferee), Seller shall deliver to the Corporation

a written notice (the “Transfer Notice”) stating: (A) Seller’s bona fide intention to Transfer such TRA

Interests; (B) the name, address and phone number of each proposed purchaser or other Transferee (each, a “Proposed

Transferee”); (C) a description of Seller’s TRA Interests (or portion thereof) proposed to be Transferred to

each Proposed Transferee (the “Offered TRA Interests”); and (D) the bona fide cash price or, in reasonable

detail, other consideration for which Seller proposes to Transfer the Offered TRA Interests (the “Offered Price”).

(ii)           For

a period of 30 days (the “Exercise Period”) after the date on which the Transfer Notice is, pursuant to Section 7.1,

deemed to have been delivered to the Corporation, the Corporation shall have the right to purchase all (but not less than all) of the

Offered TRA Interests on the terms and conditions set forth in this Section 7.5(b). In order to exercise its Right of First

Refusal hereunder, the Corporation must deliver written notice to elect to purchase to Seller within the Exercise Period. If no such written

notice is given within the Exercise Period, the Corporation shall be deemed to have elected not to exercise the Right of First Refusal

with respect to the Offered TRA Interests.

(iii)           The

purchase price for the Offered TRA Interests to be purchased by the Corporation exercising its Right of First Refusal under this Agreement

will be the Offered Price, and will be payable as set forth in Section 7.5(b)(iv). If the Offered Price includes consideration

other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board in good faith, which determination

will be binding upon the Corporation and the Seller, absent fraud or manifest error.

(iv)          Subject

to compliance with applicable state and federal securities laws, the Corporation and Seller shall effect the purchase and sale of the

Offered TRA Interests, including the payment of the purchase price, within ten days after the expiration of the Exercise Period or as

promptly as otherwise practicable thereafter (the “Right of First Refusal Closing”). Payment of the purchase price

will be made by wire transfer to a bank account designated by Seller in writing to the Corporation at least 3 days prior to the Right

of First Refusal Closing. At such Right of First Refusal Closing, Seller shall deliver to the Corporation, among other things, such documents

and instruments of conveyance as may be necessary in the reasonable opinion of counsel to the Corporation to effect the Transfer of such

Offered TRA Interests.

(v)           If

the Corporation does not exercise the Right of First Refusal during the Exercise Period, then the Seller shall be free to transfer, subject

to the general conditions to Transfer set forth in Section 7.5(a), the Offered TRA Interests to the Proposed Transferee at

the Offered Price set forth in the Transfer Notice; provided, however, that if the Offered TRA Interests are not so transferred

during the 90-day period following the delivery of the Transfer Notice, then the Seller may not Transfer any of such remaining Offered

TRA Interests without complying again in full with the provisions of this Agreement (including the Right of First Refusal).

No provision of this Agreement may be amended unless such amendment is approved in writing by the Corporation with TRA Party Approval;

provided that amendment of the definition of Change of Control will also require the written approval of a majority of the Independent

Directors; provided further that, to the extent any amendment would materially, adversely and disproportionately affect a TRA Party

with respect to any rights under this Agreement, such amendment shall require the written approval of such affected TRA Party.

(d)           Successors.

Except as provided in Section 7.5(a), all of the terms and provisions hereunder shall be binding upon, and shall inure to

the benefit of and be enforceable by, the Parties and their respective successors, assigns, heirs, executors, administrators and legal

representatives. The Corporation shall require and cause any direct or indirect successor (whether by equity purchase, merger, consolidation

or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement, expressly to assume and

agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such

succession had taken place.

(e)           Waiver.

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. No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement,

or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant,

duty, agreement or condition.

Section 7.6.            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 7.7.            Resolution

of Disputes; Governing Law.

(a)           Except

for Reconciliation Disputes subject to Section 7.8, any and all disputes which cannot be settled after good faith negotiation

within sixty (60) calendar days, including any ancillary claims of any Party, arising out of, relating to or in connection with the validity,

negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability

of this Section 7.7 or Section 7.8) (each, a “Dispute”) shall be finally resolved by arbitration

in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration by the

majority vote of a panel of three arbitrators, of which the Corporation shall designate one arbitrator and the TRA Parties that are party

to such Dispute shall designate one arbitrator, in each case in accordance with the “screened” appointment procedure provided

in Resolution Rule 5.4. In addition to monetary damages, the arbitrators shall be empowered and permitted to award equitable relief,

including an injunction and specific performance of any obligation under this Agreement. The arbitrators are not empowered to award damages

in excess of compensatory damages, and each TRA Party hereby irrevocably waives any right to recover punitive, exemplary or similar damages

with respect to any Dispute. Any award shall be the sole and exclusive remedy between the TRA Parties regarding any claims, counterclaims,

issues or accounting presented to the arbitrators. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§

1 et seq., and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The

place of the arbitration shall be New York, New York.

(b)           Notwithstanding

the provisions of paragraph (a) above, any Party may bring an action or special proceeding in any court of competent

jurisdiction for the purpose of compelling another Party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration

hereunder or enforcing an arbitration award and, for the purposes of this paragraph (b), each Party (i) expressly consents

to the application of paragraphs (c) and (d) of this Section 7.7 to any such action or proceeding and

(ii) agrees that proof shall not be required that monetary damages for breach of the provisions hereunder would be difficult to calculate

and that remedies at law would be inadequate.

Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal Laws of the State of

New York, without giving effect to the conflict of laws rules thereof. Subject to this Section 7.7 and Section 7.8,

the Parties agree that any suit or proceeding in connection with, arising out of or relating to this Agreement shall be instituted only

in a New York state court (or U.S. federal court) located in New York, New York, and the Parties, for the purpose of any such suit or

proceeding, irrevocably consent and submit to the exclusive personal jurisdiction and venue of any such court in any such suit or proceeding.

Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other manner provided by Law.

(d)           Each

Party irrevocably and unconditionally waives, to the fullest extent permitted by Law, (i) any objection that it may now or hereafter

have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in

Section 7.7(b) or 7.7(c) and (ii) the defense of an inconvenient forum to the maintenance of any such

suit, action or proceeding in any such court.

(e)           Each

Party irrevocably consents to service of process by means of notice in the manner provided for in Section 7.1. Nothing in

this Agreement shall affect the right of any Party to serve process in any other manner permitted by Law.

(f)           WAIVER

OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST

EXTENT PERMITTED BY APPLICABLE LAW, AND WITH THE ADVICE OF ITS COUNSEL, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION

OR PROCEEDING, WHETHER A CLAIM, COUNTERCLAIM, CROSS-CLAIM, OR THIRD PARTY CLAIM, DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING IN

ANY WAY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 7.8.            Reconciliation

Procedures.

(a)           In

the event that the Corporation and any TRA Party are unable to resolve a disagreement with respect to a Schedule prepared in accordance

with the procedures set forth in Section 2.4 or Section 4.2, as applicable, within the relevant time period designated

in this Agreement (a “Reconciliation Dispute”), the procedures described in this paragraph (the “Reconciliation

Procedures”) will apply. The applicable TRA Parties shall, within fifteen (15) calendar days of the commencement of a Reconciliation

Dispute, mutually select a nationally recognized expert in the particular area of disagreement (the “Expert”) and submit

the Reconciliation Dispute to such Expert for determination. The Expert shall be a partner or principal in a nationally recognized accounting

firm, and unless the Corporation and such TRA Party agree otherwise, the Expert (and its employing firm) shall not have any material relationship

with the Corporation or such TRA Party or other actual or potential conflict of interest. If the applicable Parties are unable to agree

on an Expert within such fifteen (15) calendar-day time period, the selection of an Expert shall be treated as a Dispute subject to Section 7.7

and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship

with the applicable Parties or other actual or potential conflict of interest. The Expert shall resolve any matter relating to (i) an

Attribute Schedule, Early Termination Schedule or an amendment to either within thirty (30) calendar days and (ii) 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 by the date prescribed by this Agreement and such Tax Return

may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The Expert shall finally determine any

Reconciliation Dispute, and its determinations pursuant to this Section 7.8(a) shall be binding on the applicable Parties

and may be entered and enforced in any court having competent jurisdiction. Any dispute as to whether a dispute is a Reconciliation Dispute

within the meaning of this Section 7.8 or a Dispute within the meaning of Section 7.7 shall be decided and resolved

as a Dispute subject to the procedures set forth in Section 7.7.

(b)           Subject

to the next sentence, the applicable Parties shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts

the TRA Party’s position, in which case the Corporation shall reimburse the TRA Party for any reasonable and documented out-of-pocket

costs and expenses in such proceeding or (ii) the Expert adopts the Corporation’s position, in which case the TRA Parties shall

reimburse the Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. The costs and expenses

relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporation.

Section 7.9.            Withholding.

The Corporation and its Affiliates shall be entitled to deduct and withhold from any payment that is payable to any TRA Party pursuant

to this Agreement such amounts as the Corporation is required to deduct and withhold with respect to the making of such payment by applicable

Law. To the extent that amounts are so deducted and withheld and paid over to the appropriate Taxing Authority by the Corporation, such

deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid by the Corporation to the relevant

TRA Party in respect of whom the deduction and withholding was made. Each TRA Party shall promptly provide the Corporation with any applicable

tax forms and certifications reasonably requested by the Corporation in connection with determining whether any such deductions and withholdings

are required by applicable Law.

Section 7.10.          Admission

of the Corporation into a Consolidated Group; Transfers of Corporate Assets.

(a)           If

the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return

pursuant to Section 1501 or other applicable sections of the Code governing affiliated or consolidated groups, or any corresponding

provisions of state, local or foreign tax Law, then (i) the provisions of this Agreement shall be applied with respect to the group

as a whole, and (ii) Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income

of the group as a whole.

(b)           If

the Corporation or any member of the Parent Group transfers one or more Reference Assets to a Person treated as a corporation for U.S.

federal income tax purposes (with which the Corporation does not file a consolidated Tax Return pursuant to Section 1501 of the Code),

such transferor, for purposes of calculating the amount of any Payment due hereunder, shall be treated as having disposed of such asset

in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by the Corporation or Parent Group

member, as the applicable transferor, shall be equal to the fair market value of the transferred asset plus the amount of debt to which

such asset is subject, in the case of a transfer of an encumbered asset. For purposes of this Section 7.10, a transfer of

a partnership interest shall be treated as a transfer of the transferring partner’s applicable share of each of the assets and liabilities

of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporation or any member of a group described

in Section 7.10(a) transfers its assets pursuant to a transaction that qualifies as a “reorganization” (within

the meaning of Section 368(a) of the Code) in which such entity does not survive, pursuant to a contribution described in Section 351(a) of

the Code or pursuant to any other transaction to which Section 381(a) of the Code applies (other than any such reorganization

or any such other transaction, in each case, pursuant to which such entity transfers assets to a corporation with which the Corporation

or any member of the group described in Section 7.10(a) (excluding any such member being transferred in such reorganization

or other transaction) does not file a consolidated Tax Return pursuant to Section 1501 of the Code), the transfer will not cause

such entity to be treated as having transferred any assets to a corporation (or a Person classified as a corporation for U.S. federal

income tax purposes) pursuant to this Section 7.10(b).

Section 7.11.          Confidentiality.

Each TRA Party and each of its respective assignees acknowledges and agrees that the information of the Corporation is confidential and,

except in the course of performing any duties as necessary for the Corporation 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 other

Person any confidential information, acquired pursuant to this Agreement, of the Corporation or its controlled Affiliates or their successors.

This Section 7.11 shall not apply to (i) any information that has been made publicly available by the Corporation or

any of its controlled Affiliates, becomes public knowledge (except as a result of an act of any TRA Party in violation of this Agreement)

or is generally known to the business community, (ii) the disclosure of information to the extent necessary for a TRA Party to prosecute

or defend claims arising under or relating to this Agreement and (iii) the disclosure of information to the extent necessary for

a 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 Tax Returns. Notwithstanding anything to the contrary

herein, the TRA Parties and each of their assignees (and each employee, representative or other agent of the TRA Parties or their assignees,

as applicable) may disclose at their discretion to any and all Persons, without limitation of any kind, the tax treatment and tax structure

of the Corporation, the TRA Parties and any of their transactions, and all materials of any kind (including tax opinions or other tax

analyses) that are provided to the TRA Parties relating to such tax treatment and tax structure. If a TRA Party or an assignee commits,

or threatens to commit, a breach of any of the provisions of this Section 7.11, the Corporation shall have the right and

remedy to have the provisions of this Section 7.11 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 will cause irreparable injury to the Corporation or any of its controlled Affiliates and that money damages alone will

not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights

and remedies available at Law or in equity.

Section 7.12.          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 such TRA Party (or direct or indirect equity holders in such TRA Party) in connection with any Exchange

to be treated as ordinary income (other than with respect to assets described in Section 751(a) of the Code) rather than capital

gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax purposes or would have other material adverse tax

consequences to such TRA Party or any direct or indirect owner of such TRA Party, then, at the written election of such TRA Party in

its sole discretion (in an instrument signed by such TRA Party and delivered to the Corporation) and to the extent specified therein

by such TRA Party, this Agreement shall cease to have further effect and shall not apply to an Exchange occurring after a date specified

by such TRA Party, or may be amended in a manner reasonably determined by such TRA Party; provided that such amendment shall not

result in an increase in any payments owed by the Corporation 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 7.13.          Interest

Rate Limitation. Notwithstanding anything to the contrary contained herein, the interest paid or agreed to be paid hereunder with

respect to amounts due to any TRA Party hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable

Law (the “Maximum Rate”). If any TRA Party shall receive interest in an amount that exceeds the Maximum Rate, the

excess interest shall be applied to the applicable payment (but in each case exclusive of any component thereof comprising interest)

or, if it exceeds such unpaid non-interest amount, refunded to the Corporation. In determining whether the interest contracted for, charged

or received by any TRA Party exceeds the Maximum Rate, such TRA Party may, to the extent permitted by applicable Law, (i) characterize

any payment that is not principal as an expense, fee or premium rather than interest, (ii) exclude voluntary prepayments and the

effects thereof or (iii) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout

the contemplated term of the payment obligations owed by the Corporation to such TRA Party hereunder. Notwithstanding the foregoing,

it is the intention of the Parties to conform strictly to any applicable usury Laws.

Section 7.14.          Independent

Nature of Rights and Obligations. The rights and obligations of each TRA Party hereunder are several and not joint with the rights

and obligations of any other Person. A TRA Party shall not be responsible in any way for the performance of the obligations of any other

Person hereunder, nor shall a TRA Party have the right to enforce the rights or obligations of any other Person hereunder (other than

obligations of the Corporation). The obligations of a TRA Party hereunder are solely for the benefit of, and shall be enforceable solely

by, the Corporation. Nothing contained herein or in any other agreement or document delivered in connection herewith, and no action taken

by any TRA Party pursuant hereto or thereto, shall be deemed to constitute the TRA Parties acting as a partnership, association, joint

venture or any other kind of entity, or create a presumption that the TRA Parties are in any way acting in concert or as a group with

respect to such rights or obligations or the transactions contemplated hereby.

Section 7.15.          Tax

Characterization. The Parties intend that (A) each Exchange shall give rise to Basis Adjustments, (B) payments pursuant

to this Agreement with respect to an Exchange (except with respect to amounts that constitute Imputed Interest) shall be treated as consideration

in respect of such Exchange that give rise to additional Basis Adjustments, (C) the rights received pursuant to this Agreement by

the TRA Parties and (without duplication) payments (except with respect to amounts that constitute Imputed Interest) made in respect

of a Blocker Covered Tax Asset will be treated as non-qualifying property or money received in the Reorganization for purposes of Section 356

of the Code, (D) payments to Exchange TRA Parties pursuant to this Agreement with respect to IPO Existing Basis (except with respect

to amounts that constitute Imputed Interest) will be treated as consideration in respect of the Threshold Exchange Units that give rise

to additional Basis Adjustments, and (E) the Actual Tax Liability will take into account as a deduction the portion of the Tax Benefit

Payment that must be accounted for as Imputed Interest, and the Parties will not take any position on a tax return, audit, examination

or other proceeding inconsistent with any of the intended tax treatment described in this Section 7.15 except upon an applicable

contrary Determination. To the extent this Agreement imposes obligations on Parent or a member of Parent, this Agreement shall be treated

as part of the Operating Agreement as described in Section 761(c) of the Code and sections 1.761-1(c) and 1.704-1(b)(2)(ii)(h) of

the Treasury Regulations.

[Signature Page Follows this Page]

IN WITNESS WHEREOF, the undersigned

have executed or caused to be executed on their behalf this Agreement as of the date first written above.

CORPORATION:

YESWAY, INC.

By:

/s/ Thomas Nicholas Trkla

Name:

Thomas Nicholas Trkla

Title:

President and Chief Executive Officer

PARENT:

BW ULTIMATE PARENT, LLC

By:

/s/ Thomas Nicholas Trkla

Name:

Thomas Nicholas Trkla

Title:

President and Chief Executive Officer

BROOKWOOD NOMINEE:

BROOKWOOD ADVISORS, LLC

By:

/s/ Thomas Nicholas Trkla

Name:

Thomas Nicholas Trkla

Title:

President and Chief Executive Officer

[Signature Page to Tax Receivable Agreement]

TRA PARTIES:

BW GAS & CONVENIENCE AGGREGATOR, L.P.

By: BW Gas & Convenience Fund GP, LLC

Its: General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Tax Receivable Agreement]

BW GAS & CONVENIENCE AGGREGATOR II, L.P.

By: BW Gas & Convenience Fund II GP, LLC

Its: General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Tax Receivable Agreement]

BW GAS & CONVENIENCE AGGREGATOR III, L.P.

By: BW Gas & Convenience Fund III GP, LLC

Its: General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Tax Receivable Agreement]

BW GAS & CONVENIENCE OFFSHORE FUND, LP

By: BW Gas & Convenience Fund GP, LLC

Its: General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Tax Receivable Agreement]

BW GAS & CONVENIENCE FUND GP, LLC

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Tax Receivable Agreement]

BW GAS & CONVENIENCE OFFSHORE FUND II, LP

By: BW Gas & Convenience Fund GP II, LLC

Its: General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Tax Receivable Agreement]

BW GAS & CONVENIENCE FUND GP II, LLC

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Tax Receivable Agreement]

BW GAS & CONVENIENCE OFFSHORE FUND III, LP

By: BW Gas & Convenience Fund GP III, LLC

Its: General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Tax Receivable Agreement]

BW GAS & CONVENIENCE FUND GP III, LLC

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Tax Receivable Agreement]

THOMAS NICHOLAS TRKLA

/s/ Thomas Nicholas Trkla

[Signature Page to Tax Receivable Agreement]

TNT 2011 IRREVOCABLE TRUST DTD

By:

/s/ Thomas N. Trkla

Name:

Thomas N. Trkla

Title:

Authorized Signatory

[Signature Page to Tax Receivable Agreement]

THOMAS BROWN

/s/ Thomas Brown

[Signature Page to Tax Receivable Agreement]

BROOKWOOD FINANCIAL CO., INC.

By:

/s/ Thomas N. Trkla

Name:

Thomas N. Trkla

Title:

Authorized Signatory

[Signature Page to Tax Receivable Agreement]

BRIAN ASHBURN

/s/ Brian Ashburn

[Signature Page to Tax Receivable Agreement]

ERICKA AYLES

/s/ Ericka Ayles

[Signature Page to Tax Receivable Agreement]

MARK DANIELS

/s/ Mark Daniels

[Signature Page to Tax Receivable Agreement]

JENNIFER FERMANO

/s/ Jennifer Fermano

[Signature Page to Tax Receivable Agreement]

JEFF POTTER

/s/ Jeff Potter

[Signature Page to Tax Receivable Agreement]

GREG GARDNER

/s/ Greg Gardner

[Signature Page to Tax Receivable Agreement]

DEBRA PETROWSKI

/s/ Debra Petrowski

[Signature Page to Tax Receivable Agreement]

AARON EVERETT

/s/ Aaron Everett

[Signature Page to Tax Receivable Agreement]

TATE CUTRER

/s/ Tate Cutrer

[Signature Page to Tax Receivable Agreement]

GREG PAPAZIAN

/s/ Greg Papazian

[Signature Page to Tax Receivable Agreement]

JAYNE RICE

/s/ Jayne Rice

[Signature Page to Tax Receivable Agreement]

JEFFREY SCARBROUGH

/s/ Jeffrey Scarbrough

[Signature Page to Tax Receivable Agreement]

DOUG WALD

/s/ Doug Wald

[Signature Page to Tax Receivable Agreement]

KURT ZERNICH

/s/ Kurt Zernich

[Signature Page to Tax Receivable Agreement]

Exhibit A

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated

as of _______________, 20___ (this “Joinder”), is delivered pursuant to that certain Tax Receivable Agreement, dated

as of April 21, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Tax

Receivable Agreement”), by and among Yesway, Inc., a Delaware corporation (the “Corporation”), BW Ultimate

Parent, LLC, a Delaware limited liability company (the “LLC”), and each of the TRA Parties from time to time party

thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.

1. Joinder to the Tax Receivable Agreement. The undersigned hereby represents and warrants to the

Corporation that, as of the date hereof, the undersigned has been assigned an interest in the Tax Receivable Agreement from a TRA Party.

2. Joinder to the Tax Receivable Agreement. Upon the execution of this Joinder by the undersigned

and delivery hereof to the Corporation, the undersigned hereby is and hereafter will be a TRA Party under the Tax Receivable Agreement,

with all the rights, privileges and responsibilities of a party thereunder. The undersigned hereby agrees that it shall comply with and

be fully bound by the terms of the Tax Receivable Agreement as if it had been a signatory thereto as of the date thereof.

3. Incorporation by Reference. All terms and conditions of the Tax Receivable Agreement are hereby

incorporated by reference in this Joinder as if set forth herein in full.

4. Address. All notices under the Tax Receivable Agreement to the undersigned shall be direct to:

[Name]

[Address]

[City, State, Zip Code]

Attn:

Facsimile:

E-mail:

[Signature Page Follows this Page]

IN WITNESS WHEREOF, the undersigned

has duly executed and delivered this Joinder as of the day and year first above written.

[NAME OF NEW TRA PARTY]

By:

Name:

Title:

Acknowledged and agreed

as of the date first set forth above:

YESWAY, INC.

By:

Name:

Title:

[Signature Page to Joinder Agreement]

Exhibit B

Net Tax Benefit Splits

Blocker

Entity

Blocker

Shareholders

Percentage

Gas & Convenience Offshore Blocker, LLC

Gas & Convenience Offshore Fund, LP

98.5%

Gas & Convenience Fund GP, LLC

1.5%

Gas & Convenience Offshore Blocker Fund II, LLC

Gas & Convenience Offshore Fund II, LP

95.1%

Gas & Convenience Fund GP II, LLC

4.9%

Gas & Convenience Offshore Blocker Fund III, LLC

Gas & Convenience Offshore Fund III, LP

98.5%

Gas & Convenience Fund GP III, LLC

1.5%

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2527636d21_ex10-2.htm · Sequence: 5

Exhibit 10.2

Execution

BW ULTIMATE PARENT, LLC

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of April 21, 2026

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED

BY THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT

OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED,

PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE

WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE

OF CONTENTS

Page

Article I. DEFINITIONS

Article II. ORGANIZATIONAL MATTERS

Section 2.01

Formation of Company

Section 2.02

Fourth Amended and Restated Limited Liability Company Agreement

Section 2.03

Name

Section 2.04

Purpose; Powers

Section 2.05

Principal Office; Registered Office

Section 2.06

Term

Section 2.07

No State-Law Partnership

Article III. MEMBERS; UNITS; CAPITALIZATION

Section 3.01

Members

Section 3.02

Units

Section 3.03

Recapitalization; the Corporation’s Capital Contribution; the Corporation’s Purchase of Common Units

Section 3.04

Authorization and Issuance of Additional Units

Section 3.05

Repurchase or Redemption of shares of Class A Common Stock

Section 3.06

Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units

Section 3.07

Negative Capital Accounts

Section 3.08

No Withdrawal

Section 3.09

Loans From Members

Section 3.10

Equity Plans

Section 3.11

Dividend Reinvestment Plan, Cash Option Purchase Plan, Equity Plan or Other Plan

Article IV. DISTRIBUTIONS

Section 4.01

Distributions

Article V. CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS

Section 5.01

Capital Accounts

Section 5.02

Allocations

Section 5.03

Regulatory Allocations

Section 5.04

Final Allocations

Section 5.05

Tax Allocations

Section 5.06

Indemnification and Reimbursement for Payments on Behalf of a Member

Article VI. MANAGEMENT

Section 6.01

Authority of Manager; Officer Delegation

Section 6.02

Actions of the Manager

Section 6.03

Resignation; No Removal

Section 6.04

Vacancies

Section 6.05

Transactions Between the Company and the Manager

Section 6.06

Reimbursement for Expenses

Section 6.07

Delegation of Authority

Section 6.08

Limitation of Liability of Manager

Section 6.09

Investment Company Act

Article VII. RIGHTS AND OBLIGATIONS OF MEMBERS AND MANAGER

Section 7.01

Limitation of Liability and Duties of Members

Section 7.02

Lack of Authority

Section 7.03

No Right of Partition

Section 7.04

Indemnification

Section 7.05

Inspection Rights

Article VIII. BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS

Section 8.01

Records and Accounting

Section 8.02

Fiscal Year

Article IX. TAX MATTERS

Section 9.01

Preparation of Tax Returns

Section 9.02

Tax Elections

Section 9.03

Tax Controversies

Article X. RESTRICTIONS ON TRANSFER OF UNITS; CERTAIN TRANSACTIONS

Section 10.01

Transfers by Members

Section 10.02

Permitted Transfers

Section 10.03

Restricted Units Legend

Section 10.04

Transfer

Section 10.05

Assignee’s Rights

Section 10.06

Assignor’s Rights and Obligations

Section 10.07

Overriding Provisions

Section 10.08

Spousal Consent

Section 10.09

Certain Transactions with respect to the Corporation

iii

Article XI. REDEMPTION AND DIRECT EXCHANGE RIGHTS

Section 11.01

Redemption Right of a Member

Section 11.02

Election and Contribution of the Corporation

Section 11.03

Direct Exchange Right of the Corporation

Section 11.04

Reservation of Shares of Class A Common Stock; Listing; Certificate of the Corporation

Section 11.05

Effect of Exercise of Redemption or Direct Exchange

Section 11.06

Tax Treatment

Article XII. ADMISSION OF MEMBERS

Section 12.01

Substituted Members

Section 12.02

Additional Members

Article XIII. WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS

Section 13.01

Withdrawal and Resignation of Members

Article XIV. DISSOLUTION AND LIQUIDATION

Section 14.01

Dissolution

Section 14.02

Winding Up

Section 14.03

Deferment; Distribution in Kind

Section 14.04

Cancellation of Certificate

Section 14.05

Reasonable Time for Winding Up

Section 14.06

Return of Capital

Article XV. GENERAL PROVISIONS

Section 15.01

Power of Attorney

Section 15.02

Confidentiality

Section 15.03

Amendments

Section 15.04

Title to Company Assets

Section 15.05

Addresses and Notices

Section 15.06

Binding Effect; Intended Beneficiaries

Section 15.07

Creditors

Section 15.08

Waiver

Section 15.09

Counterparts

Section 15.10

Applicable Law

Section 15.11

Severability

Section 15.12

Further Action

Section 15.13

Execution and Delivery by Electronic Signature and Electronic Transmission

Section 15.14

Right of Offset

Section 15.15

Entire Agreement

Section 15.16

Remedies

Section 15.17

Descriptive Headings; Interpretation

Schedules

Schedule 1

–

Schedule of Pre-IPO Members

Schedule 2

–

Schedule of Members

Exhibits

Exhibit A

–

Form of Joinder Agreement

Exhibit B-1

–

Form of Agreement and Consent of Spouse

Exhibit B-2

–

Form of Spouse’s Confirmation of Separate Property

Exhibit C

–

Policy Regarding Certain Equity Issuances

BW ULTIMATE PARENT, LLC

FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from

time to time, this “Agreement”) of BW Ultimate Parent, LLC, a Delaware limited liability company (the “Company”),

dated as of April 21, 2026 (the “Effective Date”), is entered into by and among the Company, Yesway, Inc.,

a Delaware corporation (the “Corporation”), as the managing member of the Company, and each of the other Members

(as defined herein).

RECITALS

WHEREAS, unless the context

otherwise requires, capitalized terms used herein have the respective meaning ascribed to them in Article I;

WHEREAS, the Company was

formed as a limited liability company with the name “BW Ultimate Parent, LLC”, pursuant to and in accordance with the Delaware

Act by the filing of the Certificate with the Secretary of State of the State of Delaware pursuant to Section 18-201 of the Delaware

Act on October 28, 2019;

WHEREAS, prior to the IPO

(as defined below), the Company was governed by that certain Third Amended and Restated Limited Liability Company Agreement of the Company,

dated as of December 30, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,

together with all schedules, exhibits and annexes thereto, the “Initial LLC Agreement”), which the parties

listed on Schedule 1 hereto executed in their capacity as members (including pursuant to consents and joinders thereto) (collectively,

the “Pre-IPO Members”);

WHEREAS, in connection with

the IPO, the Company was a party to a series of reorganization transactions with the Corporation and various other parties pursuant to

which, among other matters, the Corporation was admitted as a Pre-IPO Member of the Company and the Company was continued without dissolution;

WHEREAS, in connection with

the IPO, the Company, the Corporation and the Pre-IPO Members desire to recapitalize all of the Original Units (as defined below) into

Common Units (as defined below) (the “Recapitalization”) as provided herein;

WHEREAS, except for the Over-Allotment

Option (as defined below), the Corporation shall sell shares of its Class A Common Stock to public investors in the IPO and shall

use the net proceeds received from the IPO (the “IPO Net Proceeds”) to purchase newly issued Common Units from

the Company pursuant to the IPO Common Unit Subscription Agreement;

WHEREAS, the Corporation

may issue additional shares of Class A Common Stock in connection with the IPO as a result of the exercise by the underwriters of

their over-allotment option (the “Over-Allotment Option”) and, if the Over-Allotment Option is exercised in

whole or in part, any additional net proceeds (the “Over-Allotment Option Net Proceeds”) shall be used by the

Corporation to purchase additional newly issued Common Units from the Company pursuant to the IPO Common Unit Subscription Agreement;

and

WHEREAS, in connection with

the foregoing matters, the Company and the Members desire to continue the Company without dissolution and amend and restate the Initial

LLC Agreement in its entirety as of the Effective Date to reflect, among other things, (a) the Recapitalization, (b) the addition

of the Corporation as a Member (which was effected in accordance with the foregoing recitals) and its designation as sole Manager of

the Company and (c) the other rights and obligations of the Members, the Company, the Manager and the Corporation, in each case,

as provided and agreed upon in the terms of this Agreement as of the Effective Date, at which time the Initial LLC Agreement shall be

superseded entirely by this Agreement and shall be of no further force or effect.

NOW, THEREFORE, in consideration

of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the Initial LLC Agreement is hereby amended and restated in its entirety and the Company, the Corporation and the other Members, each

intending to be legally bound, each hereby agrees as follows:

Article I.

DEFINITIONS

The following definitions

shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary.

“Additional Member”

has the meaning set forth in Section 12.02.

“Adjusted Capital

Account Deficit” means, with respect to the Capital Account of any Member as of the end of any Taxable Year, the amount

by which the balance in such Capital Account is less than zero. For this purpose, such Member’s Capital Account balance shall be:

(a) reduced for any items described in Treasury

Regulation Section 1.704- 1(b)(2)(ii)(d)(4), (5), and (6); and

(b) increased for any amount such Member is

obligated to contribute or is treated as being obligated to contribute to the Company pursuant

to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities

to a partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to minimum gain).

“Admission Date”

has the meaning set forth in Section 10.06.

“Affiliate”

(and, with a correlative meaning, “Affiliated”) means, with respect to a specified Person, each other Person

that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person

specified. As used in this definition, “control” (including with correlative meanings, “controlled by” and “under

common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies

(whether through ownership of voting securities or by contract or other agreement).

“Agreement”

has the meaning set forth in the Preamble.

“Assignee”

means a Person to whom a Unit has been transferred but who has not become a Member pursuant to Article XII.

“Assumed Tax

Liability” means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution

Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal

income tax purposes, allocated to such Member for full or partial Fiscal Years commencing on or after the Effective Date, less

prior losses of the Company allocated to such Member for full or partial Fiscal Years commencing on or after the Effective Date, in each

case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the

sum of (A) the cumulative Tax Distributions made to such Member after the Effective Date pursuant to Sections 4.01(b)(i),

4.01(b)(ii) and 4.01(b)(iii); provided that, in the case of the Corporation, such Assumed Tax Liability shall

in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to

the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance

of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse”

704(c) allocations) to the Member.

“Base Rate”

means, on any date, a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal

as the “prime rate” at large U.S. money center banks.

“Black-Out Period”

means any “black-out” or similar period under the Corporation’s policies covering trading in the Corporation’s

securities to which the applicable Redeeming Member is subject (or shall be subject at such time as it owns Class A Common Stock),

which period restricts the ability of such Redeeming Member to immediately resell shares of Class A Common Stock to be delivered

to such Redeeming Member in connection with a Share Settlement.

“Book Value”

means, with respect to any property of the Company, the Company’s adjusted basis for U.S. federal income tax purposes, adjusted

from time to time to reflect the adjustments required or permitted by Treasury Regulation Section 1.704-1(b)(2)(iv)(d)-(g).

“Brookwood”

means, collectively, BW Gas & Convenience Aggregator, L.P., BW Gas & Convenience Aggregator II, L.P. and BW Gas &

Convenience Aggregator III, L.P.

“Brookwood Related

Parties” means Brookwood and its Permitted Transferees.

“Business Day”

means any day other than a Saturday, Sunday or day on which banks located in New York City, New York are authorized or required by Law

to close.

“Capital Account”

means the capital account maintained for a Member in accordance with Section 5.01.

“Capital Contribution”

means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other

property that such Member (or such Member’s predecessor) contributes (or is deemed to contribute) to the Company pursuant to Article III

hereof.

“Cash Settlement”

means immediately available funds in U.S. dollars in an amount equal to the Redeemed Units Equivalent; provided that such funds are (i) in

the case of a Redemption occurring in connection with the closing of the IPO, funds that are received from the IPO, and (ii) in

any other case, funds that are received from a Qualifying Offering.

“Certificate”

means the Company’s Certificate of Formation as filed with the Secretary of State of the State of Delaware, as amended or amended

and restated from time to time.

“Change of Control”

means the occurrence of any of the following events:

(1) any “person”

or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit

plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator

of any such plan, and excluding the Permitted Transferees) becomes the “beneficial owner” (within the meaning of Rules 13d-3

and 13d-5 under the Exchange Act), directly or indirectly, of shares of Class A Common Stock, Class B Common Stock, preferred

stock and/or any other class or classes of capital stock of the Corporation (if any) representing in the aggregate more than fifty percent

(50%) of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote;

(2) the stockholders

of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or there is consummated a transaction or

series of related transactions for the sale, lease, exchange or other disposition, directly or indirectly, by the Corporation of all

or substantially all of the Corporation’s assets (including a sale of all or substantially all of the assets of the Company);

(3) there

is consummated a merger or consolidation of the Corporation with any other corporation or entity, and, immediately after the consummation

of such merger or consolidation, the voting securities of the Corporation immediately prior to such merger or consolidation do not continue

to represent, or are not converted into, voting securities representing more than fifty percent (50%) of the combined voting power of

the 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

(4) the Corporation ceases

to be the sole managing member of the Company.

Notwithstanding the foregoing,

a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of

related transactions immediately following which the beneficial holders of the Class A Common Stock, Class B Common Stock,

preferred stock and/or any other class or classes of capital stock of the Corporation 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 all or substantially all of the assets of the Corporation immediately following such transaction

or series of transactions.

“Change of Control

Date” has the meaning set forth in Section 10.09(a).

“Change of Control

Transaction” means any Change of Control that was approved by the Corporate Board prior to such Change of Control.

“Class A

Common Stock” means the shares of Class A common stock, par value $0.0001 per share, of the Corporation.

“Class B

Common Stock” means the shares of Class B Common Stock, par value $0.0001 per share, of the Corporation.

“Code”

means the United States Internal Revenue Code of 1986, as amended. Unless the context requires otherwise, any reference herein to a specific

section of the Code shall be deemed to include any corresponding provisions of future Law as in effect for the relevant taxable period.

“Common Unit”

means a Unit designated as a “Common Unit” and having the rights and obligations specified with respect to the Common Units

in this Agreement.

“Common

Unit Redemption Price” means, with respect to any Redemption, the arithmetic average of the volume weighted average prices

for a share of Class A Common Stock (or any class of stock into which it has been converted) on the Stock Exchange, or any other

exchange or automated or electronic quotation system on which the Class A Common Stock trades, as reported by Bloomberg, L.P., or

its successor, for each of the five (5) consecutive full Trading Days ending on and including the last full Trading Day immediately

prior to the applicable Redemption Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock

dividends or similar events affecting the Class A Common Stock. If the Class A Common Stock no longer trades on the Stock Exchange

or any other securities exchange or automated or electronic quotation system as of any particular Redemption Date, then the Manager (through

a majority of its independent directors (within the meaning of the rules of the Stock Exchange) that are disinterested) shall

determine the Common Unit Redemption Price in good faith.

“Common Unitholder”

means a Member who is the registered holder of Common Units.

“Company”

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

“Confidential

Information” has the meaning set forth in Section 15.02(a).

“Corporate Board”

means the board of directors of the Corporation.

“Corporate Incentive

Award Plan” means the 2026 Incentive Award Plan of the Corporation, as the same may be amended, restated, amended and restated,

supplemented or otherwise modified from time to time.

“Corporation”

has the meaning set forth in the recitals to this Agreement, together with its successors and assigns.

“Corporation

Offer” has the meaning set forth in Section 10.09(b).

“Corresponding

Rights” means any rights issued with respect to a share of Class A Common Stock or Class B Common Stock pursuant

to a “poison pill” or similar stockholder rights plan approved by the Corporate Board.

“Credit Agreements”

means any promissory note, mortgage, loan agreement, indenture or similar instrument or agreement to which the Company or any of its

Subsidiaries is or becomes a borrower, as such instruments or agreements may be amended, restated, supplemented or otherwise modified

from time to time and including any one or more refinancing or replacements thereof, in whole or in part, with any other debt facility

or debt obligation, for as long as the payee or creditor to whom the Company or any of its Subsidiaries owes such obligation is not an

Affiliate of the Company.

“Delaware Act”

means the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq., as it may be amended from time to time, and

any successor thereto.

“Direct Exchange”

has the meaning set forth in Section 11.03(a).

“Discount”

has the meaning set forth in Section 6.06.

“Distributable

Cash” means, as of any relevant date on which a determination is being made by the Manager regarding a potential distribution

pursuant to Section 4.01(a) or Section 4.01(b), the amount of cash that could be distributed by the Company

for such purposes in accordance with the Credit Agreements (and without otherwise violating any applicable provisions of any of the Credit

Agreements) and applicable Law.

“Distribution”

(and, with a correlative meaning, “Distribute”) means each distribution made by the Company to a Member with

respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution

or otherwise; provided, however, that none of the following shall be a Distribution: (a) any recapitalization that does not

result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit

split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units or (b) any other payment made

by the Company to a Member that is not properly treated as a “distribution” for purposes of Sections 731, 732, or 733 or

other applicable provisions of the Code.

“Distribution

Tax Rate” means a rate equal to the highest effective marginal combined federal, state and local income tax rate for a

Fiscal Year applicable to corporate or individual taxpayers (whichever is higher) that may potentially apply to any Member for such Fiscal

Year, taking into account the character of the relevant tax items (e.g., ordinary or capital) and the deductibility of state and

local income taxes for federal income tax purposes (but only to the extent such taxes are deductible under the Code), as reasonably determined

by the Manager; provided, that, for the avoidance of doubt, such highest rate shall apply to all Members for purposes of this

Agreement.

“Effective Date”

has the meaning set forth in the Preamble.

“Election Notice”

has the meaning set forth in Section 11.01(b).

“Equity Plan”

means any stock or equity purchase plan, restricted stock, option, stock unit, restricted stock unit, dividend equivalent, appreciation

right, phantom equity or other incentive equity or equity-based plan or program now or hereafter adopted by the Company or the Corporation,

including, without limitation, the Corporate Incentive Award Plan.

“Equity Securities”

means (a) Units or other equity interests in the Company or any Subsidiary of the Company (including other classes or groups thereof

having such relative rights, powers and duties as may from time to time be established by the Manager pursuant to the provisions of this

Agreement, including rights, powers and/or duties senior to existing classes and groups of Units and other equity interests in the Company

or any Subsidiary of the Company), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable

into Units or other equity interests in the Company or any Subsidiary of the Company, and (c) warrants, options or other rights

to purchase or otherwise acquire Units or other equity interests in the Company or any Subsidiary of the Company.

“Estate Planning

Vehicle” means, with respect to any Member that is a natural person, (a) a trust which is at all times controlled

by such Member under which a distribution of such Member’s Units may be made only to beneficiaries who are such Member, his or

her spouse, his or her parents or his or her lineal descendants, (b) a charitable remainder trust which is at all times controlled

by such Member, the income from which will be paid to such Member during his or her life, (c) a corporation, the sole assets of

which are Equity Securities in the Company, and at all times the majority and controlling shareholder of which is only such Member and

the remaining shareholders of which are either such Member or his or her spouse, his or her parents or his or her lineal descendants

and (d) a partnership or limited liability company, the sole assets of which are Equity Securities in the Company, and at all times

the general partner or managing or majority member of which is only such Member, and the remaining partners or members of which are either

such Member or his or her spouse, his or her parents or his or her lineal descendants.

“Event of Withdrawal”

means any event that terminates the continued membership of a Member in the Company. “Event of Withdrawal” shall not include

an event that (a) terminates the existence of a Member for income tax purposes (including, without limitation, (i) a change

in entity classification of a Member under Treasury Regulations Section 301.7701-3, (ii) a sale of assets by, or liquidation

of, a Member pursuant to an election under Code Sections 336 or 338, or (iii) merger, severance, or allocation within a trust or

among sub-trusts of a trust that is a Member) but that (b) does not terminate the existence of such Member under applicable state

law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect

to all the Units of such trust that is a Member).

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended, and any applicable rules and regulations promulgated thereunder, and

any successor to such statute, rules or regulations.

“Exchange Election

Notice” has the meaning set forth in Section 11.03(b).

“Fair Market

Value” of a specific asset of the Company shall mean the amount which the Company would receive in an all-cash sale of

such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or

sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair

Market Value (and after giving effect to any transfer taxes payable in connection with such sale), as such amount is determined by the

Manager (or, if pursuant to Section 14.02, the Liquidators) in its good faith judgment using all factors, information and

data it deems to be pertinent.

“Fiscal Period”

means any interim accounting period within a Taxable Year established by the Manager and which is permitted or required by Section 706

of the Code.

“Fiscal Year”

means the Company’s annual accounting period established pursuant to Section 8.02.

“Governmental

Entity” means (a) the United States of America, (b) any other sovereign nation, (c) any state, province,

district, territory or other political subdivision of (a) or (b) of this definition, including, but not limited to, any county,

municipal or other local subdivision of the foregoing, or (d) any agency, arbitrator or arbitral body, authority, board, body, bureau,

commission, court, department, entity, instrumentality, organization or tribunal exercising executive, legislative, judicial, regulatory

or administrative functions of government on behalf of (a), (b) or (c) of this definition.

“Indemnified

Person” has the meaning set forth in Section 7.04(a).

“Initial LLC

Agreement” has the meaning set forth in the Recitals.

“Investment Company

Act” means the U.S. Investment Company Act of 1940, as amended from time to time.

“IPO”

means the initial underwritten public offering of shares of the Corporation’s Class A Common Stock.

“IPO Common Unit

Subscription” has the meaning set forth in Section 3.03(b).

“IPO Common Unit

Subscription Agreement” means that certain Common Unit Subscription Agreement, dated as of the Effective Date, by and between

the Corporation and the Company.

“IPO Net Proceeds”

has the meaning set forth in the Recitals.

“Joinder”

means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.

“Law”

means all laws, statutes, ordinances, rules and regulations of any Governmental Entity.

“Liquidator”

has the meaning set forth in Section 14.02.

“Losses”

means items of loss or deduction of the Company determined according to Section 5.01(b).

“Manager”

has the meaning set forth in Section 6.01.

“Member”

means, as of any date of determination, (a) each of the members named on the Schedule of Members and (b) any Person admitted

to the Company as a Substituted Member or Additional Member in accordance with Article XII, but in each case only so long

as such Person is shown on the Company’s books and records as the owner of one or more Units, each in its capacity as a member

of the Company.

“Minimum Gain”

means “partnership minimum gain” determined pursuant to Treasury Regulation Section 1.704-2(d).

“Net Loss”

means, with respect to a Fiscal Year, the excess if any, of Losses for such Fiscal Year over Profits for such Fiscal Year (excluding

Profits and Losses specially allocated pursuant to Section 5.03 and Section 5.04).

“Net Profit”

means, with respect to a Fiscal Year, the excess if any, of Profits for such Fiscal Year over Losses for such Fiscal Year (excluding

Profits and Losses specially allocated pursuant to Section 5.03 and Section 5.04).

“Officer”

has the meaning set forth in Section 6.01(b).

“One-to-One Ratios”

has the meaning set forth in Section 3.04(a).

“Original Units”

means the Membership Interests, including the Series P Interests (each as defined in the Initial LLC Agreement), of the Company.

“Other Agreements”

has the meaning set forth in Section 10.04.

“Over-Allotment

Contribution” has the meaning set forth in Section 3.03(b).

“Over-Allotment

Option” has the meaning set forth in the Recitals.

“Over-Allotment

Option Net Proceeds” has the meaning set forth in the Recitals.

“Partnership

Representative” has the meaning set forth in Section 9.03.

“Percentage Interest”

means, as among an individual class of Units and with respect to a Member at a particular time, such Member’s percentage interest

in the Company determined by dividing the number of such Member’s Units of such class by the total number of Units of all Members

of such class at such time. The Percentage Interest of each Member shall be calculated to the fourth decimal place.

“Permitted Pledge”

means any bona fide pledge or collateralization of the Common Units held by a Member to a financial institution of international standing

in connection with any bona fide loan or debt transaction.

“Permitted Transfer”

has the meaning set forth in Section 10.02.

“Permitted Transferee”

has the meaning set forth in Section 10.02.

“Permitted Upstream

Transfer” means an indirect Transfer of any Units held by any Brookwood Related Party by virtue of a direct or indirect

Transfer of any equity interests in such Brookwood Related Party, to any existing or potential direct or indirect investor, co-investor

or limited partner of such Brookwood Related Party, in each case, so long as BW Gas & Convenience Fund GP, LLC or BW Gas &

Convenience Fund II GP, LLC or BW Gas & Convenience Fund III GP, LLC continues to control such Brookwood Related Party following

such Transfer.

“Person”

means an individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint

venture or any other organization or entity, whether or not a legal entity.

“Pre-IPO Members”

has the meaning set forth in the recitals to this Agreement.

“Pro rata,”

“pro rata portion,” “according to their interests,” “ratably,”

“proportionately,” “proportional,” “in proportion to,”

“based on the number of Units held,” “based upon the percentage of Units held,” “based

upon the number of Units outstanding,” and other terms with similar meanings, when used in the context of a number of Units

of the Company relative to other Units, means as amongst an individual class of Units, pro rata based upon the number of such Units within

such class of Units.

“Profits”

means items of income and gain of the Company determined according to Section 5.01(b).

“Qualifying Offering”

means a private or public offering of shares of Class A Common Stock by the Corporation following the IPO.

“Quarterly Tax

Distribution” has the meaning set forth in Section 4.01(b)(i).

“Recapitalization”

has the meaning set forth in the Recitals.

“Redeemed Units”

has the meaning set forth in Section 11.01(a).

“Redeemed Units

Equivalent” means the product of (a) the applicable number of Redeemed Units, multiplied by (b) the Common

Unit Redemption Price.

“Redeeming Member”

has the meaning set forth in Section 11.01(a).

“Redemption”

has the meaning set forth in Section 11.01(a).

“Redemption Date”

has the meaning set forth in Section 11.01(a).

“Redemption Notice”

has the meaning set forth in Section 11.01(a).

“Redemption Right”

has the meaning set forth in Section 11.01(a).

“Registration

Rights Agreement” means that certain Registration Rights Agreement, dated as of the Effective Date, by and among the Corporation,

certain of the Members as of the Effective Date and certain other Persons whose signatures are affixed thereto (together with any joinder

thereto from time to time by any successor or assign to any party to such agreement) (as it may be amended from time to time in accordance

with its terms).

“Regulatory Allocations”

has the meaning set forth in Section 5.03(f).

“Retraction Notice”

has the meaning set forth in Section 11.01(c).

“Revised Partnership

Audit Provisions” means Section 1101 of Title XI (Revenue Provisions Related to Tax Compliance) of the Bipartisan

Budget Act of 2015, H.R. 1314, Public Law Number 114-74.

“Schedule of

Members” has the meaning set forth in Section 3.01(b).

“SEC”

means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the functions thereof.

“Securities Act”

means the U.S. Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute,

rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed

to include any corresponding provisions of future Law.

“Share Settlement”

means a number of shares of Class A Common Stock (together with any Corresponding Rights) equal to the number of Redeemed Units.

“Stock Exchange”

means the Nasdaq Stock Market.

“Stockholders

Agreement” means that certain stockholders agreement, dated as of the Effective Date, by and among the Corporation and

the other Persons party thereto (as it may be amended from time to time in accordance with its terms).

“Subsidiary”

means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (a) if

a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency)

to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that

Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company,

partnership, association or other business entity (other than a corporation), a majority of the voting interests thereof are at the time

owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes

hereof, references to a “Subsidiary” of the Company shall be given effect only at such times that the Company has one or

more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

“Substituted

Member” means a Person that is admitted as a Member to the Company pursuant to Section 12.01.

“Tax Distributions”

has the meaning set forth in Section 4.01(b)(i).

“Tax Receivable

Agreement” means that certain Tax Receivable Agreement, dated as of the Effective Date, by and among the Corporation and

the Company, on the one hand, and the TRA Holders (as such term is defined in the Tax Receivable Agreement) party thereto, on the other

hand (together with any joinder thereto from time to time by any successor or assign to any party to such agreement) (as it may be amended

from time to time in accordance with its terms).

“Taxable Year”

means the Company’s accounting period for U.S. federal income tax purposes determined pursuant to Section 9.02.

“Trading Day”

means a day on which the Stock Exchange or such other principal United States securities exchange on which the Class A Common Stock

is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire

day).

“Transfer”

(and, with a correlative meaning, “Transferring”) means any sale, transfer, assignment, redemption, pledge,

encumbrance or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or

involuntarily or by operation of Law) (a) any interest (legal or beneficial) in any Equity Securities or (b) any equity or

other interest (legal or beneficial) in any Member if substantially all of the assets of such Member consist solely of Units.

“Treasury Regulations”

means the final, temporary and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from time

to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“Underwriting

Agreement” means the Underwriting Agreement, dated as of April 21, 2026, by and among the Corporation, the Company and Morgan

Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC.

“Unit”

means the fractional interest of a Member in Profits, Losses and Distributions of the Company, and otherwise having the rights and obligations

specified with respect to “Units” in this Agreement; provided, however, that any class or group of Units issued shall

have the relative rights, powers and duties set forth in this Agreement applicable to such class or group of Units.

“Unvested Corporate

Shares” means shares of Class A Common Stock issuable pursuant to awards granted under an Equity Plan that are not

Vested Corporate Shares.

“Vested Corporate

Shares” means the shares of Class A Common Stock issued pursuant to awards granted under an Equity Plan that are vested

pursuant to the terms thereof or any award or similar agreement relating thereto.

Article II.

ORGANIZATIONAL MATTERS

Section 2.01         Formation

of Company. The Company was formed on October 28, 2019 pursuant to the provisions of the Delaware Act. The filing of the Certificate

with the Secretary of State of the State of Delaware is hereby ratified and confirmed in all respects.

Section 2.02         Fourth

Amended and Restated Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of amending,

restating and superseding the Initial LLC Agreement in its entirety and otherwise establishing the affairs of the Company and the conduct

of its business in accordance with the provisions of the Delaware Act. The Members hereby agree that during the term of the Company set

forth in Section 2.06 the rights and obligations of the Members with respect to the Company shall be determined in accordance

with the terms and conditions of this Agreement and the Delaware Act. No provision of this Agreement shall be in violation of the Delaware

Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect

to the extent of such violation without affecting the validity of the other provisions of this Agreement. Neither any Member nor the

Manager nor any other Person shall have appraisal rights with respect to any Units.

Section 2.03         Name.

The name of the Company continued without dissolution hereby is “BW Ultimate Parent, LLC”. The Manager in its sole discretion

may change the name of the Company at any time and from time to time. Notification of any such change shall be given to all of the Members.

The Company’s business may be conducted under its name and/or any other name or names deemed advisable by the Manager.

Section 2.04         Purpose;

Powers. The primary business and purpose of the Company shall be to engage in such activities as are permitted under the Delaware

Act and determined from time to time by the Manager in accordance with the terms and conditions of this Agreement. The Company shall

have the power and authority to take (directly or indirectly through its Subsidiaries) any and all actions and engage in any and all

activities necessary, appropriate, desirable, advisable, ancillary or incidental to accomplish the foregoing purpose.

Section 2.05         Principal

Office; Registered Office. The principal office of the Company shall be located at such place or places as the Manager may from time

to time designate, each of which may be within or outside the State of Delaware. The address of the registered office of the Company

in the State of Delaware shall be c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, 19808, and the registered

agent for service of process on the Company in the State of Delaware at such registered office shall be Corporation Service Company.

The Manager may from time to time change the Company’s registered agent and registered office in the State of Delaware.

Section 2.06         Term.

The term of the Company commenced upon the filing of the Certificate in accordance with the Delaware Act and shall continue in perpetuity

unless dissolved in accordance with the provisions of Article XIV.

Section 2.07         No

State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership)

or joint venture, and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement, for any purposes

other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered

into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that

the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that each

Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent

with such treatment.

Article III.

MEMBERS; UNITS; CAPITALIZATION

Section 3.01         Members.

(a)            (i) In

connection with the reorganization transactions (as described in the Recitals), the Corporation acquired Original Units (which shall

be recapitalized into Common Units pursuant to the Recapitalization in accordance with Section 3.03) and was admitted as

a member of the Company and hereby continues as a Member and (ii) the Corporation shall acquire additional Common Units pursuant

to the IPO Common Unit Subscription Agreement.

(b)            The

Company shall maintain a schedule setting forth: (i) the name and address of each Member and (ii) the aggregate number of outstanding

Units and the number and class of Units held by each Member (such schedule, the “Schedule of Members”). The

applicable Schedule of Members in effect as of the Effective Date and after giving effect to the Recapitalization is set forth as Schedule

2 to this Agreement. The Company shall also maintain a record of (1) the Capital Account of each Member on the Effective Date,

(2) the aggregate amount of cash Capital Contributions that has been made by the Members with respect to their Units and (3) the

Fair Market Value of any property other than cash contributed by the Members with respect to their Units (including, if applicable, a

description and the amount of any liability assumed by the Company or to which contributed property is subject) in its books and records.

The Schedule of Members may be updated by the Manager without the consent of any Member in the Company’s books and records from

time to time, and as so updated, it shall be the definitive record of ownership of each Unit of the Company and all relevant information

with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as

the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part

of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act or

other applicable law.

Member shall be required or, except as approved by the Manager pursuant to Section 6.01 and in accordance with the other

provisions of this Agreement, permitted to (i) loan any money or property to the Company, (ii) borrow any money or property

from the Company or (iii) make any additional Capital Contributions.

Section 3.02         Units.

(a)            Interests

in the Company shall be represented by Units, or such other securities of the Company, in each case as the Manager may establish (subject

to any limitations prescribed by the Stockholders Agreement) in its discretion in accordance with the terms and subject to the restrictions

hereof. At the Effective Date, the Units shall be comprised of a single class of Common Units.

(b)            Subject

to Section 3.04(a) and any limitations prescribed in the Stockholders Agreement, the Manager may (i) issue additional

Common Units at any time in its sole discretion and (ii) create one or more classes or series of Units or preferred Units solely

to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or

other stock of the Corporation or class or series of preferred stock of the Corporation, respectively.

to any limitations prescribed in the Stockholders Agreement, the Manager may amend this Agreement, without the consent of any Member

or any other Person, in connection with the creation and issuance of such classes or series of Units pursuant to Section 3.02(b),

Section 3.04(a) or Section 3.10, as applicable.

Section 3.03         Recapitalization;

the Corporation’s Capital Contribution; the Corporation’s Purchase of Common Units.

(a)            In

order to effect the Recapitalization, the number of Original Units that were issued and outstanding and held by the Pre-IPO Members prior

to the Effective Date as set forth opposite the respective Pre-IPO Member’s name in Schedule 1 are hereby recapitalized,

as of the Effective Date, and after giving effect to such recapitalization and the other transactions related to the Recapitalization,

into the number of Common Units set forth opposite the name of the respective Member on the Schedule of Members attached hereto as Schedule

2 (provided, for the avoidance of doubt, that the number of Common Units set forth on Schedule 2 includes the Common

Units issued to the Corporation pursuant to the IPO Common Unit Subscription Agreement), and such Common Units are hereby issued and

outstanding as of the Effective Date and the holders of such Common Units hereby continue as members of the Company (and, for the avoidance

of doubt, are Members hereunder) and the Company is hereby continued without dissolution.

(b)            Following

the Recapitalization, the Company shall issue to the Corporation, and the Corporation shall acquire 14,000,000 newly issued

Common Units in exchange for a portion of the IPO Net Proceeds payable to the Company upon consummation of the IPO pursuant to the IPO

Common Unit Subscription Agreement, and such issuance of Common Units shall be reflected on the Schedule of Members (the “IPO

Common Unit Subscription”). In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in

whole or in part, upon the exercise of the Over-Allotment Option, the Corporation shall contribute a portion of the Over-Allotment Option

Net Proceeds to the Company in exchange for newly issued Common Units pursuant to the IPO Common Unit Subscription Agreement, and such

issuance of additional Common Units shall be reflected on the Schedule of Members (the “Over-Allotment Contribution”).

The number of Common Units issued in the Over-Allotment Contribution, in the aggregate, shall be equal to the number of shares of Class A

Common Stock issued by the Corporation in such exercise of the Over-Allotment Option. For the avoidance of doubt, the Corporation shall

be admitted as a Member with respect to all Common Units it holds from time to time. The parties hereto acknowledge and agree that the

transaction described in this Section 3.03(b) shall result in a “revaluation of partnership property” and

corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.

Section 3.04         Authorization

and Issuance of Additional Units.

(a)            Except

as otherwise determined by the Manager, the Company and the Corporation shall, notwithstanding any other provision of this Agreement,

undertake all actions, including, without limitation, an issuance, reclassification, distribution, division, repurchase, redemption,

cancellation or recapitalization, with respect to the Common Units and the Class A Common Stock or Class B Common Stock, as

applicable, to maintain at all times (i) a one-to-one ratio between the number of Common Units owned by the Corporation, directly

or indirectly, and the number of outstanding shares of Class A Common Stock and (ii) a one-to-one ratio between the number

of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding

shares of Class B Common Stock owned by such Members, directly or indirectly, in each case, disregarding, for purposes of maintaining

the one-to-one ratio, (A) Unvested Corporate Shares, (B) treasury stock or (C) preferred stock or other debt or equity

securities (including, without limitation, warrants, options or rights) issued by the Corporation that are convertible into or exercisable

or exchangeable for Class A Common Stock or Class B Common Stock (except to the extent the net proceeds from such other securities,

including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation

to the equity capital of the Company) (clauses (i) and (ii) the “One-to-One Ratios”). Except as otherwise

determined by the Manager, in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems Class A

Common Stock in a transaction not contemplated in this Agreement, the Company, the Manager and the Corporation shall, notwithstanding

any other provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers,

deliveries, repurchases or redemptions, the number of outstanding Common Units owned, directly or indirectly, by the Corporation shall

equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. Except as otherwise determined by the Manager,

in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred

stock in a transaction not contemplated in this Agreement, the Company, the Manager and the Corporation shall, notwithstanding any other

provision of this Agreement to the contrary, take all actions such that, after giving effect to all such issuances, transfers, deliveries,

repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases

to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Manager)

are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred,

delivered, repurchased or redeemed. Except as otherwise determined by the Manager, the Company and the Corporation shall not undertake

any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization

or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or

similar event) of the Common Units, Class A Common Stock or Class B Common Stock or other equity interests in the Company or

the Corporation, as applicable, that is not accompanied by an identical subdivision or combination of the Common Units, Class A

Common Stock or Class B Common Stock or other equity interests in the Company or Corporation, respectively, to maintain at all times

(x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding

shares of Class A Common Stock, (y) a one-to-one ratio between the number of Common Units owned by Members (other than the

Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, or (z) a one-to-one ratio between

the number of outstanding other equity interests in the Corporation and any corresponding equity interests in the Company, in each case,

unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly

or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned

by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated

by the first sentence of this Section 3.04(a).

(b)            The

Company shall only be permitted to issue additional Common Units, and/or establish other classes or series of Units or other Equity Securities

in the Company to the Persons and on the terms and conditions provided for in Section 3.02, this Section 3.04,

Section 3.10 and Section 3.11. Subject to the foregoing, the Manager may cause the Company to issue additional

Common Units authorized under this Agreement and/or establish other classes or series of Units or other Equity Securities in the Company

at such times and upon such terms as the Manager shall determine and the Manager shall amend this Agreement as necessary in connection

with the issuance of additional Common Units and/or the establishment of other classes or series of Units or other Equity Securities

in the Company and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement

of any other Member or any other Person notwithstanding anything to the contrary herein, including Section 15.03.

anything to the contrary herein, except to the extent described in Section 3.04(a) and (b), from time to time,

(i) the Corporation in its sole discretion may make loans to the Company and its Subsidiaries, and (ii) the Corporation may,

with the prior written consent of Brookwood (not to be unreasonably withheld, conditioned or delayed), provided that such consent shall not be required if the Brookwood Related Parties beneficially own, directly or indirectly, less than

twenty percent (20%) or more of all issued and outstanding shares of Class A Common Stock (including for these purposes the Underlying

Class A Shares (as defined in the Stockholders Agreement)), contribute property (including

cash and/or the loans described in the foregoing clause (i)) to the Company. Upon each contribution described in the foregoing

clause (ii), and after giving proper effect to all related transactions, the Company shall (x) issue to the Corporation such

number of Common Units or Equity Securities of the Company as necessary to maintain the One-to-One Ratios, if any, or the economic parity

between one share of Class A Common Stock and one Common Unit and (y) cancel such number of Common Units or Equity Securities

of the Company held by Members other than the Corporation on a pro rata basis (based on the number of Common Units held by each such

Member) as necessary to maintain the One-to-One Ratios or the economic parity between one share of Class A Common Stock and one

Common Unit.

Section 3.05         Repurchase

or Redemption of Shares of Class A Common Stock.

(a)            Except

as otherwise determined by the Manager, if at any time, any shares of Class A Common Stock are repurchased or redeemed (whether

by exercise of a put or call, automatically or by means of another arrangement) by the Corporation for cash, then the Manager shall cause

the Company, immediately prior to such repurchase or redemption of Class A Common Stock, to redeem a corresponding number of Common

Units held (directly or indirectly) by the Corporation, at an aggregate redemption price equal to the aggregate purchase or redemption

price of the shares of Class A Common Stock being repurchased or redeemed by the Corporation (plus any expenses related thereto)

and upon such other terms as are the same for the shares of Class A Common Stock being repurchased or redeemed by the Corporation;

provided, if the Corporation uses funds received from distributions from the Company or the net proceeds from an issuance of Class A

Common Stock to fund such repurchase or redemption, then the Company shall cancel a corresponding number of Common Units held (directly

or indirectly) by the Corporation for no consideration. Notwithstanding any provision to the contrary contained in this Agreement, the

Company shall not make any repurchase or redemption if such repurchase or redemption would violate any applicable Law.

(b)            Notwithstanding

anything to the contrary herein, the Corporation may repurchase shares of Class A Common Stock using proceeds received from any

Tax Distribution, in which case the related Tax Distributions made to each Member shall be in redemption of Common Units, pro rata according

to the number of Common Units held by each Member, such that the number of Common Units redeemed from the Corporation is equal to the

number of shares of Class A Common Stock to be repurchased, and at the price per Common Unit equal to the price that is actually

paid per share of Class A Common Stock in such repurchase(s). In such event, the Corporation shall, in addition, take such other

action as is necessary to preserve the One-to-One Ratios.

Section 3.06         Certificates

Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units.

(a)            Units

shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated,

each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer, Chief Financial Officer, General

Counsel, Secretary or any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate

shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate

representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. Unless otherwise determined

by the Manager or if otherwise requested by a Brookwood Related Party in connection with a Permitted Pledge (including in connection

with any margin loan being proposed by any such Member or any of its affiliates), no Units shall be treated as a “security”

within the meaning of Article 8 of the Uniform Commercial Code unless all Units then outstanding are certificated; notwithstanding

anything to the contrary herein, including Section 15.03, the Manager is authorized to amend this Agreement in order for

the Company to opt-in to the provisions of Article 8 of the Uniform Commercial Code without the consent or approval of any Member

of any other Person.

(b)            If

Units are certificated, the Manager may direct that a new certificate representing one or more Units be issued in place of any certificate

theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon delivery to the Manager of an affidavit of the

owner or owners of such certificate, setting forth such allegation. The Manager may require the owner of such lost, stolen or destroyed

certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that

may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

the extent Units are certificated, upon surrender to the Company or the transfer agent of the Company, if any, of a certificate for one

or more Units, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, in compliance

with the provisions hereof, the Company shall issue a new certificate representing one or more Units to the Person entitled thereto,

cancel the old certificate and record the transaction upon its books. Subject to the provisions of this Agreement, the Manager may prescribe

such additional rules and regulations as it may deem appropriate relating to the issue, Transfer and registration of Units.

Section 3.07         Negative

Capital Accounts. No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may

exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

Section 3.08         No

Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contribution or Capital Account or to

receive any Distribution from the Company, except as expressly provided in this Agreement.

Section 3.09         Loans

From Members. Loans by Members to the Company shall not be considered Capital Contributions. Subject to the provisions of Section 3.01(c),

the amount of any such loans shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the

terms and conditions upon which such loans are made.

Section 3.10         Equity

Plans. Nothing in this Agreement shall be construed or applied to preclude or restrain the Corporation from adopting, modifying or

terminating an Equity Plan or from adopting, modifying or terminating an Equity Plan or from issuing shares of Class A Common Stock

pursuant to any such plans. The Corporation may implement such Equity Plans and any actions taken under such Equity Plans (such as the

grant or exercise of options to acquire shares of Class A Common Stock, or the issuance of Unvested Corporate Shares), whether taken

with respect to or by an employee or other service provider of the Corporation, the Company or its Subsidiaries, in a manner determined

by the Corporation, in accordance with the Policy Regarding Certain Equity Issuances attached to this Agreement as Exhibit C, which

may be amended by the Corporation from time to time without the consent or approval of any Member or any other Person. The Manager may,

without the consent of any Member or any other Person and notwithstanding Section 15.03, amend this Agreement as necessary

or advisable in its sole discretion in connection with the adoption, implementation, modification or termination of an Equity Plan. In

the event of such an amendment by the Manager, the Company shall provide notice of such amendment to the Members. The Company is expressly

authorized to issue Units (i) in accordance with the terms of any such Equity Plan, or (ii) in an amount equal to the number

of shares of Class A Common Stock issued pursuant to any such Equity Plan, without any further act, approval or vote of any Member

or any other Persons.

Section 3.11         Dividend

Reinvestment Plan, Cash Option Purchase Plan, Equity Plan or Other Plan. Except as may otherwise be provided in this Article III,

all amounts received or deemed received by the Corporation in respect of any dividend reinvestment plan, cash option purchase plan, Equity

Plan or subscription plan or agreement, either (a) shall be utilized by the Corporation to effect open market purchases of shares

of Class A Common Stock, or (b) if the Corporation elects instead to issue new shares of Class A Common Stock with respect

to such amounts, shall be contributed by the Corporation to the Company in exchange for additional Common Units. Upon such contribution,

the Company shall issue to the Corporation a number of Common Units equal to the number of new shares of Class A Common Stock so

issued.

Article IV.

DISTRIBUTIONS

Section 4.01         Distributions.

(a)            Distributable

Cash; Other Distributions. To the extent permitted by applicable Law and hereunder, Distributions to Members may be declared by the

Manager out of Distributable Cash or other funds or property legally available therefor in such amounts, at such time and on such terms

(including the payment dates of such Distributions) as the Manager in its sole discretion shall determine using such record date as the

Manager may designate. All Distributions made under this Section 4.01 shall be made to the Members as of the close of business

on such record date on a pro rata basis in accordance with each Member’s Percentage Interest (other than, for the avoidance

of doubt, any distributions made pursuant to Section 4.01(b)(v)) as of the close of business on such record date; provided,

however, that the Manager shall have the obligation to make Distributions as set forth in Sections 4.01(b) and 14.02;

provided, further, that notwithstanding any other provision herein to the contrary, no distributions shall be made to any

Member to the extent such distribution would render the Company insolvent or violate the Delaware Act or other applicable law. For purposes

of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. In furtherance of

the foregoing, it is intended that the Manager shall, to the extent permitted by applicable Law and hereunder, have the right in its

sole discretion to make Distributions of Distributable Cash to the Members pursuant to this Section 4.01(a) in such

amounts as shall enable the Corporation to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to

the extent such obligations are not otherwise able to be satisfied as a result of Tax Distributions required to be made pursuant to Section 4.01(b)).

Notwithstanding anything to the contrary in this Section 4.01(a), (i) the Company shall not make a distribution (other

than Tax Distributions under Section 4.01(b)) to any Member in respect of any Common Units which remain subject to vesting

conditions in accordance with any applicable Equity Plan or individual award agreement and (ii) with respect to any amounts that

would otherwise have been distributed to a Member but for the preceding clause (i), such amount shall be held in trust by the Company

for the benefit of such Member unless and until such time as such Common Units have vested in accordance with the applicable Equity Plan

or individual award agreement, and within five (5) Business Days of such time, the Company shall distribute such amounts to such

Member.

(b)            Tax

Distributions.

(i)           With

respect to each Fiscal Year, the Company shall, to the extent it has Distributable Cash, make cash distributions to each Member in accordance

with this Section 4.01(b) and such Member’s Assumed Tax Liability (“Tax Distributions”).

Tax Distributions pursuant to this Section 4.01(b)(i) shall be estimated by the Company on a quarterly basis and, to

the extent feasible, shall be distributed to the Members (together with a statement showing the calculation of such Tax Distribution

and an estimate of the Company’s net taxable income allocable to each Member for such period) on a quarterly basis on April 15th,

June 15th, September 15th and December 15th (or such other dates for which individuals

are required to make quarterly estimated tax payments for U.S. federal income tax purposes) (each, a “Quarterly Tax Distribution”);

provided, that the foregoing shall not restrict the Company from making a Tax Distribution on any other date. Quarterly Tax Distributions

shall take into account the estimated taxable income or loss of the Company for the Fiscal Year through the end of the relevant quarterly

period. A final accounting for Tax Distributions shall be made for each Fiscal Year after the allocation of the Company’s actual

net taxable income or loss has been determined and any shortfall in the amount of Tax Distributions a Member received for such Fiscal

Year based on such final accounting shall promptly be distributed to such Member. For the avoidance of doubt, any excess Tax Distributions

a Member receives with respect to any Fiscal Year shall reduce future Tax Distributions otherwise required to be made to such Member

with respect to any subsequent Fiscal Year. Notwithstanding anything to the contrary in this Agreement, the Manager shall, subject to

applicable law, make, in its reasonable discretion, equitable adjustments (downward (but not below zero) or upward) to the Members’

Tax Distributions to take into account increases or decreases in the number of Common Units held by each Member during the relevant taxable

period or portion thereof; provided that any such equitable adjustments are made in a manner that results in Tax Distributions being

made pro rata in proportion to the Members respective Percentage Interests for any relevant taxable period or portion thereof.

(ii)          To

the extent a Member otherwise would be entitled to receive less than its Percentage Interest of the aggregate Tax Distributions to be

paid pursuant to this Section 4.01(b) (other than any distributions made pursuant to Section 4.01(b)(v))

on any given date, the Tax Distributions to such Member shall be increased to ensure that all Distributions made pursuant to this Section 4.01(b) are

made pro rata in accordance with the Members’ respective Percentage Interests. If, on the date of a Tax Distribution, there

are insufficient funds on hand to distribute to the Members the full amount of the Tax Distributions to which such Members are otherwise

entitled, Distributions pursuant to this Section 4.01(b) shall be made to the Members to the extent of available funds

in accordance with their Percentage Interests and the Company shall make future Tax Distributions as soon as funds become available sufficient

to pay the remaining portion of the Tax Distributions to which such Members are otherwise entitled.

(iii)         In

the event of any audit by, or similar event with, a taxing authority that affects the calculation of any Member’s Assumed Tax Liability

for any Taxable Year (other than an audit conducted pursuant to the Revised Partnership Audit Provisions for which no election is made

pursuant to Section 6226 thereof and the Treasury Regulations promulgated thereunder), or in the event the Company files an amended

tax return, each Member’s Assumed Tax Liability with respect to such year shall be recalculated by giving effect to such event

(for the avoidance of doubt, taking into account interest or penalties). Any shortfall in the amount of Tax Distributions the Members

and former Members received for the relevant Taxable Years based on such recalculated Assumed Tax Liability promptly shall be distributed

to such Members and the successors of such former Members, except, for the avoidance of doubt, to the extent Distributions were made

to such Members and former Members pursuant to Section 4.01(a) and this Section 4.01(b) in the relevant

Taxable Years sufficient to cover such shortfall.

(iv)        Notwithstanding

the foregoing, Tax Distributions pursuant to this Section 4.01(b) (other than, for the avoidance of doubt, any distributions

made pursuant to Section 4.01(b)(v)), if any, shall be made to a Member only to the extent all previous Tax Distributions

to such Member pursuant to Section 4.01(b) with respect to the Fiscal Year are less than the Tax Distributions such

Member otherwise would have been entitled to receive with respect to such Fiscal Year pursuant to this Section 4.01(b).

(v)            Notwithstanding

the foregoing and anything to the contrary in this Agreement, a final accounting for distributions under Section 5.5 of the Initial

LLC Agreement in respect of the taxable income of the Company for the Fiscal Years (or portions thereof) of the Company that end on or

prior to the Effective Date shall be made by the Company following the closing date of the IPO and, based on such final accounting, the

Company shall make a distribution to the Pre-IPO Members (or in the case of any Pre-IPO Member that no longer exists, the successor of

such Pre-IPO Member) in accordance with the applicable terms of the Initial LLC Agreement to the extent of any shortfall in the amount

of distributions the Pre-IPO Members received prior to the Effective Date under Section 5.5 of the Initial LLC Agreement with respect

to taxable income of the Company for such portion of such Fiscal Year that shall be allocated to the Pre-IPO Members pursuant to Section 706

of the Code. For the avoidance of doubt, the amount of distributions to be made pursuant to this Section 4.01(b)(v) shall

be calculated pursuant to Section 5.5 of the Initial LLC Agreement.

Article V.

CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS

Section 5.01         Capital

Accounts.

(a)            The

Company shall maintain a separate Capital Account for each Member according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv).

For this purpose, the Company may (in the discretion of the Manager), upon the occurrence of the events specified in Treasury Regulation

Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such Treasury Regulation

and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of the Company’s property.

(b)            For

purposes of computing the amount of any item of income, gain, loss or deduction with respect to the Company to be allocated pursuant

to this Article V and to be reflected in the Capital Accounts of the Members, the determination, recognition and classification

of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including

any method of depreciation, cost recovery or amortization used for this purpose); provided, however, that:

(i)           The

computation of all items of income, gain, loss and deduction shall include those items described in Code Section 705(a)(l)(B) or

Code Section 705(a)(2)(B) and Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items

are not includible in gross income or are not deductible for U.S. federal income tax purposes.

(ii)          If

the Book Value of any property of the Company is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) or (f),

the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property.

(iii)         Items

of income, gain, loss or deduction attributable to the disposition of property of the Company having a Book Value that differs from its

adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(iv)        Items

of depreciation, amortization and other cost recovery deductions with respect to property of the Company having a Book Value that differs

from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury

Regulation Section 1.704-1(b)(2)(iv)(g).

(v)         To

the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Code Sections 732(d), 734(b) or 743(b) is

required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts,

the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the

asset) or loss (if the adjustment decreases such basis).

Section 5.02         Allocations.

Except as otherwise provided in Section 5.03 and Section 5.04, Net Profits and Net Losses for any Fiscal Year

or Fiscal Period shall be allocated among the Capital Accounts of the Members pro rata in accordance with their respective Percentage

Interests, assuming that any Common Units which are subject to vesting conditions in accordance with any applicable Equity Plan or individual

award agreement are fully vested.

Section 5.03         Regulatory

Allocations.

(a)            Losses

attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner

required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt

minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent

Taxable Years) shall be allocated to the Members in the amounts and of such character as determined according to Treasury Regulation

Section 1.704-2(i)(4).

(b)            Nonrecourse

deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata

among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there

is a net decrease in the Minimum Gain during any Taxable Year, each Member shall be allocated Profits for such Taxable Year (and, if

necessary, for subsequent Taxable Years) in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f).

This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury

Regulation Section 1.704-2(f), and shall be interpreted in a manner consistent therewith.

any Member that unexpectedly receives an adjustment, allocation or Distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4),

(5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Sections

5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then Profits

for such Taxable Year shall be allocated to such Member in proportion to, and to the extent of, such Adjusted Capital Account Deficit.

This Section 5.03(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and

shall be interpreted in a manner consistent therewith.

(d)            If

the allocation of Net Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account

Deficit, there shall be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account

Deficit. The Net Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be

allocated to the other Members in accordance with their relative Percentage Interests, subject to this Section 5.03(d).

(e)            In

the event that any Member has an Adjusted Capital Account Deficit at the end of any applicable Fiscal Year of Fiscal Period, such Member

shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided, however,

that an allocation pursuant to this Section 5.03(e) shall be made only if and to the extent that such Member would have

an Adjusted Capital Account Deficit after all other allocations provided for in Sections 5.02 and 5.03 have been tentatively

made as if Section 5.03(c) and this Section 5.03(e) were not in this Agreement.

(f)            Profits

and Losses described in Section 5.01(b)(v) shall be allocated in a manner consistent with the manner that the adjustments

to the Capital Accounts are required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(j), (k) and (m).

(g)            The

allocations set forth in Section 5.03(a) through and including Section 5.03(f) (the “Regulatory

Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury

Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss

of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to

the Regulatory Allocations, income, gain, deduction and loss with respect to the Company shall be reallocated among the Members so as

to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Members to be in the amounts

(or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss)

had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this shall be accomplished

by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Members so that the

net amount of the Regulatory Allocations and such special allocations to each such Member is zero. In addition, if in any Fiscal Year

or Fiscal Period there is a decrease in partnership minimum gain, or in partner nonrecourse debt minimum gain, and application of the

minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a

distortion in the economic arrangement among the Members, the Members may, if they do not expect that the Company will have sufficient

other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback

requirements. If such request is granted, this Agreement shall be applied in such instance as if it did not contain such minimum gain

chargeback requirement.

Section 5.04         Final

Allocations.

(a)            Notwithstanding

any contrary provision in this Agreement except Section 5.03, the Manager shall make appropriate adjustments to allocations

of Profits and Losses to (or, if necessary, allocate items of gross income, gain, loss or deduction of the Company among) the Members

upon the liquidation of the Company (within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations), the transfer

of substantially all the Units (whether by sale or exchange or merger) or sale of all or substantially all the assets of the Company,

such that, to the maximum extent possible, the Capital Accounts of the Members are proportionate to their Percentage Interests. In each

case, such adjustments or allocations shall occur, to the maximum extent possible, in the Fiscal Year of the event requiring such adjustments

or allocations.

(b)            If

any holder of Common Units which are subject to vesting conditions forfeits (or the Company has repurchased at less than fair market

value) all or a portion of such holder’s unvested Common Units, the Company shall make forfeiture allocations in respect of such

unvested Common Units in the manner and to the extent required by Proposed Treasury Regulations Section 1.704-1(b)(4)(xii) (as

such Proposed Treasury Regulations may be amended or modified, including upon the issuance of temporary or final Treasury Regulations).

Section 5.05         Tax

Allocations.

(a)            The

income, gains, losses, deductions and credits of the Company shall be allocated, for federal, state and local income tax purposes, among

the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their

Capital Accounts; provided that if any such allocation is not permitted by the Code or other applicable Law, the Company’s

subsequent income, gains, losses, deductions and credits shall be allocated among the Members so as to reflect as nearly as possible

the allocation set forth herein in computing their Capital Accounts.

(b)            Items

of taxable income, gain, loss and deduction of the Company with respect to any property contributed to the capital of the Company shall

be allocated among the Members in accordance with Code Section 704(c) so as to take account of any variation between the adjusted

basis of such property to the Company for federal income tax purposes and its Book Value using the traditional method set forth in Treasury

Regulations Section 1.704-3(b).

the Book Value of any asset of the Company is adjusted pursuant to Section 5.01(b), including adjustments to the Book Value

of any asset of the Company in connection with the execution of this Agreement, subsequent allocations of items of taxable income, gain,

loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal

income tax purposes and its Book Value using the traditional method set forth in Treasury Regulations Section 1.704-3(b).

(d)           Allocations

of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members as determined by the Manager taking

into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii).

(e)            For

purposes of determining a Member’s share of the Company’s “excess nonrecourse liabilities” within the meaning

of Treasury Regulation Section 1.752-3(a)(3), each Member’s interest in income and gain shall be determined pursuant to any

proper method, as reasonably determined by the Manager; provided, that each year the Manager shall use its reasonable best efforts

(using in all instances any proper method, including without limitation the “additional method” described in Treasury Regulation

Section 1.752-3(a)(3)) to allocate a sufficient amount of the excess nonrecourse liabilities to those Members who would have at

the end of the applicable Taxable Year, but for such allocation, taxable income due to the deemed distribution of money to such Member

pursuant to Section 752(b) of the Code that is in excess of such Member’s adjusted tax basis in its Units.

(f)            Allocations

pursuant to this Section 5.05 are solely for purposes of federal, state and local taxes and shall not affect, or in any way

be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, Distributions or other items of the

Company pursuant to any provision of this Agreement.

Section 5.06         Indemnification

and Reimbursement for Payments on Behalf of a Member. If the Company is obligated to pay any amount to a Governmental Entity (or

otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member or a Member’s status as such

(including federal income taxes, additions to tax, interest and penalties as a result of obligations of the Company pursuant to the Revised

Partnership Audit Provisions, federal withholding taxes, state personal property taxes and state unincorporated business taxes, but excluding

payments such as payroll taxes, withholding taxes, benefits or professional association fees and the like required to be made or made

voluntarily by the Company on behalf of any Member based upon such Member’s status as an employee of the Company), then such Member

shall indemnify the Company in full for the entire amount paid (including interest, penalties and related expenses). The Manager may

offset Distributions to which a Member is otherwise entitled under this Agreement against such Member’s obligation to indemnify

the Company under this Section 5.06. In addition, notwithstanding anything to the contrary, each Member agrees that any Cash

Settlement such Member is entitled to receive pursuant to Article XI may be offset by an amount equal to such Member’s

obligation to indemnify the Company under this Section 5.06 and that such Member shall be treated as receiving the full amount

of such Cash Settlement and paying to the Company an amount equal to such obligation. A Member’s obligation to make payments to

the Company under this Section 5.06 shall survive the transfer or termination of any Member’s interest in any Units

of the Company, the termination of this Agreement and the dissolution, liquidation, winding up and termination of the Company. In the

event that the Company has been terminated prior to the date such payment is due, such Member shall make such payment to the Manager

(or its designee), which shall distribute such funds in accordance with this Agreement. The Company may pursue and enforce all rights

and remedies it may have against each Member under this Section 5.06, including instituting a lawsuit to collect such contribution

with interest calculated at a rate per annum equal to the sum of the Base Rate plus 300 basis points (but not in excess of the highest

rate per annum permitted by Law). Each Member hereby agrees to furnish to the Company such information and forms as required or reasonably

requested in order to comply with any Laws and regulations governing withholding of tax or in order to claim any reduced rate of, or

exemption from, withholding to which the Member is legally entitled. The Company may withhold any amount that it determines is required

to be withheld from any amount otherwise payable to any Member hereunder, and any such withheld amount shall be deemed to have been paid

to such Member for purposes of this Agreement.

Article VI.

MANAGEMENT

Section 6.01         Authority

of Manager; Officer Delegation.

(a)            Except

for situations in which the approval of any Member(s) is specifically required by this Agreement and subject to the provisions of

the Stockholders Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in

the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “Manager”),

(ii) the Manager shall conduct, direct and exercise full control over all activities of the Company and (iii) no other Member

shall have any right, authority or power to vote, consent or approve any matter, whether under the Delaware Act, this Agreement or otherwise.

The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided

for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such

powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies

in the position of Manager shall be filled in accordance with Section 6.04.

(b)            Without

limiting the authority of the Manager to act on behalf of the Company, the day-to-day business and operations of the Company shall be

overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”),

subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the

Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until

he or she shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject

to the other provisions of this Agreement (including in Section 6.07 below), the salaries or other compensation, if any,

of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall

be limited to such duties as the Manager may, from time to time, delegate to them. Unless the Manager decides otherwise, if the title

is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment

of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office.

All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles

as an officer of the Manager. Any Officer may be removed at any time, with or without cause, by the Manager.

to the other provisions of this Agreement, the Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange

or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion,

option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or

the merger, consolidation, conversion, division, reorganization or other combination of the Company with or into another entity, for

the avoidance of doubt, without the prior consent of any Member or any other Person being required, subject to the provisions of the

Stockholders Agreement.

Section 6.02         Actions

of the Manager. The Manager may act through any Officer or through any other Person or Persons to whom authority and duties have

been delegated pursuant to Section 6.07.

Section 6.03         Resignation;

No Removal. The Manager may resign at any time by giving written notice to the Members. Unless otherwise specified in the notice,

the resignation shall take effect upon receipt thereof by the Members, and the acceptance of the resignation shall not be necessary to

make it effective. For the avoidance of doubt, the Members have no right under this Agreement to remove or replace the Manager, except

as provided in the Stockholders Agreement.

Section 6.04         Vacancies.

Subject to the provisions of the Stockholders Agreement, vacancies in the position of Manager occurring for any reason shall be filled

by the Corporation (or, if the Corporation has ceased to exist without any successor or assign, then by the holders of a majority in

interest of the voting capital stock of the Corporation immediately prior to such cessation). For the avoidance of doubt, the Members

(other than the Corporation in its capacity as Manager) have no right under this Agreement to fill any vacancy in the position of Manager,

except as provided in the Stockholders Agreement.

Section 6.05         Transactions

Between the Company and the Manager. The Manager may cause the Company to contract and deal with the Manager, or any Affiliate of

the Manager, provided, that such contracts and dealings (other than contracts and dealings between the Company and its Subsidiaries)

are on terms comparable to and competitive with those available to the Company from others dealing at arm’s length or are approved

by the Members (other than the Manager and its Affiliates) and otherwise are permitted by the Credit Agreements; provided, that

the foregoing shall in no way limit the Manager’s rights under Sections 3.02, 3.04, 3.05 or 3.10, or

as otherwise contemplated by this Agreement. The Members hereby approve each of the contracts or agreements between or among the Manager,

the Company and their respective Affiliates entered into on or prior to the date of this Agreement in accordance with the Initial LLC

Agreement or that the board of managers of the Company or the Corporate Board has approved in connection with the Recapitalization or

the IPO as of the date of this Agreement, including, but not limited to, the IPO Common Unit Subscription Agreement and the Tax Receivable

Agreement.

Section 6.06         Reimbursement

for Expenses. The Manager shall not be compensated for its services as Manager of the Company except as expressly provided in this

Agreement. The Members acknowledge and agree that, upon consummation of the IPO, the Manager’s Class A Common Stock shall

be publicly traded and therefore the Manager shall have access to the public capital markets and that such status and the services performed

by the Manager shall inure to the benefit of the Company and all Members; therefore, the Manager shall be reimbursed by the Company for

any reasonable out-of-pocket expenses incurred on behalf of the Company, including without limitation all fees, expenses and costs associated

with the IPO and all fees, expenses and costs of being a public company (including without limitation public reporting obligations, proxy

statements, stockholder meetings, Stock Exchange fees, transfer agent fees, legal fees, SEC and FINRA filing fees and offering expenses

and any excise taxes imposed pursuant to Section 4501 of the Code) and maintaining its corporate existence. In the event that shares

of Class A Common Stock are sold to underwriters in the IPO (or in any Qualifying Offering) at a price per share that is lower than

the price per share for which such shares of Class A Common Stock are sold to the public in the IPO (or in such subsequent Qualifying

Offering, as applicable) after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions

(such difference, the “Discount”) (i) the Manager shall be deemed to have contributed to the Company in

exchange for newly issued Common Units the full amount for which such shares of Class A Common Stock were sold to the public and

(ii) the Company shall be deemed to have paid the Discount as an expense. To the extent practicable, expenses incurred by the Manager

on behalf of or for the benefit of the Company shall be billed directly to and paid by the Company and, if and to the extent any reimbursements

to the Manager or any of its Affiliates by the Company pursuant to this Section 6.06 constitute gross income to such Person

(as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed

payments” within the meaning of Code Section 707(c) and shall not be treated as distributions for purposes of computing

the Members’ Capital Accounts. Notwithstanding the foregoing, the Company shall not bear any income tax obligations of the Manager

or any payments made pursuant to the Tax Receivable Agreement.

Section 6.07         Delegation

of Authority. The Manager (a) may, from time to time, delegate to one or more Persons such authority and duties as the Manager

may deem advisable, and (b) may assign titles (including, without limitation, chief executive officer, president, chief financial

officer, chief operating officer, general counsel, senior vice president, vice president, secretary, assistant secretary, treasurer or

assistant treasurer) and delegate certain authority and duties to such Persons which may be amended, restated or otherwise modified from

time to time. Any number of titles may be held by the same individual. The salaries or other compensation, if any, of such agents of

the Company shall be fixed from time to time by the Manager, subject to the other provisions in this Agreement.

Section 6.08         Limitation

of Liability of Manager.

(a)            Except

as otherwise provided herein or in an agreement entered into by such Person and the Company, neither the Manager nor any of the Manager’s

Affiliates or Manager’s directors, officers, employees or other agents shall be liable to the Company, to any Member or to any

other Person bound by this Agreement for any act or omission performed or omitted by the Manager or such Person in its capacity as the

sole managing member of the Company or as an Affiliate, director, officer, employee or other agent of the Manager, as applicable, pursuant

to authority granted to the Manager by this Agreement; provided, however, that, except as otherwise provided herein, such limitation

of liability shall not apply to the extent the act or omission was attributable to the Manager’s willful misconduct or knowing

violation of Law or for any present or future material breaches of any representations, warranties or covenants by the Manager or its

Affiliates contained herein or in the Other Agreements with the Company. The Manager may exercise any of the powers granted to it by

this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and shall not be

responsible for any misconduct or negligence on the part of any such agent (so long as such agent was selected in good faith and with

reasonable care). The Manager and each of its Affiliates, directors, officers, employees and other agents shall be entitled to rely upon

the advice of legal counsel, independent public accountants and other experts, including financial advisors, as to matters such Person

reasonably believes are within such other Person's professional or expert competence and any act of or failure to act by the Manager

or such other Person in good faith reliance on such advice shall in no event subject the Manager or such other Person to liability to

the Company or any Member or to any other Person bound by this Agreement.

(b)            To

the fullest extent permitted by applicable Law, whenever this Agreement or any other agreement contemplated herein provides that the

Manager shall act in a manner which is, or provide terms which are, “fair and reasonable” to the Company or any Member that

is not the Manager, the Manager shall determine such appropriate action or provide such terms considering, in each case, the relative

interests of each party to such agreement, transaction or situation and the benefits and burdens relating to such interests, any customary

or accepted industry practices, and any applicable United States generally accepted accounting practices or principles, notwithstanding

any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of Law or equity or otherwise.

the fullest extent permitted by applicable Law and notwithstanding any other provision of this Agreement or in any agreement contemplated

herein or applicable provisions of Law or equity or otherwise, whenever in this Agreement or any other agreement contemplated herein,

the Manager is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion,”

with “complete discretion,” with its “approval” or “consent” or under a grant of similar authority

or latitude, the Manager shall be entitled to consider such interests and factors as it desires, including its own interests, and shall

have no duty or obligation to give any consideration to any interest of or factors affecting the Company, other Members or any other

Person.

(d)            To

the fullest extent permitted by applicable Law and notwithstanding any other provision of this Agreement or in any agreement contemplated

herein or applicable provisions of law or equity or otherwise, (i) whenever in this Agreement the Manager is permitted or required

to take any action or to make a decision in “good faith” or under another express standard, the Manager shall act under such

express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated

herein, and (ii) so long as the Manager acts in good faith or in accordance with such other express standard, the resolution, action

or terms so made, taken or provided by the Manager shall not constitute a breach of this Agreement or impose liability upon the Manager

or any of the Manager’s Affiliates and shall be deemed approved by all Members.

Section 6.09         Investment

Company Act. The Manager shall use its best efforts to ensure that the Company shall not be subject to registration as an investment

company pursuant to the Investment Company Act.

Article VII.

RIGHTS AND OBLIGATIONS OF MEMBERS AND MANAGER

Section 7.01         Limitation

of Liability and Duties of Members and Manager.

(a)            Except

as provided in this Agreement or in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract,

tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and no Member or Manager shall be obligated

personally for any such debts, obligations, contracts or liabilities of the Company solely by reason of being a Member or the Manager.

Notwithstanding anything contained herein to the contrary, to the fullest extent permitted by applicable Law, the failure of the Company

to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this

Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Members or the Manager for liabilities of the

Company.

(b)            In

accordance with the Delaware Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return

amounts previously distributed to such Member. It is the intent of the Members that no Distribution to any Member pursuant to Articles

IV or XIV shall be deemed a return of money or other property paid or distributed in violation of the Delaware Act. The payment

of any such money or Distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of

the Delaware Act, and, to the fullest extent permitted by Law, any Member receiving any such money or property shall not be required

to return any such money or property to the Company or any other Person, unless such distribution was made by the Company to its Members

in clerical error. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any

Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

the fullest extent permitted by applicable Law, including Section 18-1101(c) of the Delaware Act, and notwithstanding any other

provision of this Agreement (but subject, and without limitation, to Section 6.08 with respect to the Manager) or in any

agreement contemplated herein or applicable provisions of Law or equity or otherwise, the parties hereto hereby agree that to the extent

that any Member (other than the Manager in its capacity as such) (or any Member’s Affiliate or any manager, managing member, general

partner, director, officer, employee, agent, fiduciary or trustee of any Member or of any Affiliate of a Member) has duties (including

fiduciary duties) to the Company, to the Manager, to another Member, to any Person who acquires an interest in a Unit or to any other

Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by

Law, and replaced with the duties or standards expressly set forth herein, if any; provided, however, that the foregoing

shall not eliminate the implied contractual covenant of good faith and fair dealing. The elimination of duties (including fiduciary duties)

to the Company, the Manager, each of the Members, each other Person who acquires an interest in a Unit and each other Person bound by

this Agreement and replacement thereof with the duties or standards expressly set forth herein, if any, are approved by the Company,

the Manager, each of the Members, each other Person who acquires an interest in a Unit and each other Person bound by this Agreement.

Section 7.02         Lack

of Authority. No Member, other than the Manager or a duly appointed Officer or other agent of the Company, in each case in its capacity

as such, has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to

make any expenditure on behalf of the Company. The Members hereby consent to the exercise by the Manager of the powers conferred on them

by Law and this Agreement.

Section 7.03         No

Right of Partition. No Member, other than the Manager (in its capacity as such), shall have the right to seek or obtain partition

by court decree or operation of Law of any property of the Company, or the right to own or use particular or individual assets of the

Company.

Section 7.04         Indemnification.

(a)            Subject

to Section 5.06, the Company shall indemnify and hold harmless any Person (each an “Indemnified Person”)

to the fullest extent permitted by applicable Law (including as it presently exists or may hereafter be amended, substituted or replaced

but, to the fullest extent permitted by applicable law, in the case of any such amendment, substitution or replacement only to the extent

that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than such Law permitted

the Company to provide immediately prior to such amendment, substitution or replacement), against all expenses, liabilities and losses

(including attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid in settlement) reasonably incurred or

suffered by such Person by reason of the fact that such Person is or was a Member or an Affiliate thereof (other than as a result of

an ownership interest in the Corporation) or is or was serving as the Manager or a director, officer, employee or other agent of the

Manager, or a director, manager, Officer, employee or other agent of the Company or is or was serving at the request of the Company as

a manager, officer, director, principal, member, employee or agent of another Person; provided, however, that no Indemnified Person

shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or its

Affiliates’ willful misconduct or knowing violation of Law or for any present or future breaches of any representations, warranties

or covenants by such Indemnified Person or its Affiliates contained herein or in Other Agreements with the Company. Reasonable expenses,

including out-of-pocket attorneys’ fees, incurred by any such Indemnified Person in defending a proceeding shall be paid by the

Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or

on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled

to be indemnified by the Company.

(b)            The

right to indemnification and the advancement of expenses conferred in this Section 7.04 shall not be exclusive of any other

right which any Person may have or hereafter acquire under any statute, agreement, bylaw, action by the Manager or otherwise.

Company shall maintain directors’ and officers’ liability insurance, or substantially equivalent insurance, at its expense,

to protect any Indemnified Person against any expense, liability or loss described in Section 7.04(a) whether or not

the Company would have the power to indemnify such Indemnified Person against such expense, liability or loss under the provisions of

this Section 7.04. The Company shall use its commercially reasonable efforts to purchase and maintain property, casualty

and liability insurance in types and at levels customary for companies of similar size engaged in similar lines of business, as determined

in good faith by the Manager, and the Company shall use its commercially reasonable efforts to purchase directors’ and officers’

liability insurance (including employment practices coverage) with a carrier and in an amount determined necessary or desirable as determined

in good faith by the Manager.

(d)            The

indemnification and advancement of expenses provided for in this Section 7.04 shall be provided out of and to the extent

of Company assets only. No Member (unless such Member otherwise agrees in writing or is found in a non-appealable decision by a court

of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be

required to make additional Capital Contributions to help satisfy such indemnity of the Company. The Company (i) shall be the primary

indemnitor of first resort for such Indemnified Person pursuant to this Section 7.04 and (ii) shall be fully responsible

for the advancement of all expenses and the payment of all damages or liabilities with respect to such Indemnified Person which are addressed

by this Section 7.04.

(e)            If

this Section 7.04 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the

Company shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 7.04 to the fullest

extent permitted by any applicable portion of this Section 7.04 that shall not have been invalidated and to the fullest extent

permitted by applicable Law.

Section 7.05         Inspection

Rights. The Company shall permit each Member and each of its designated representatives at such Member’s sole cost and expense

to examine the books and records of the Company at the principal office of the Company or such other location as the Manager shall reasonably

approve during normal business hours and upon reasonable notice for any purpose reasonably related to such Member’s interest as

a member of the Company; provided, that the Manager has a right to keep confidential from the Members certain information in accordance

with Section 18-305 of the Delaware Act.

Article VIII.

BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS

Section 8.01         Records

and Accounting. The Company shall keep, or cause to be kept, appropriate books and records with respect to the Company’s business,

including all books and records necessary to provide any information, lists and copies of documents required pursuant to applicable Laws.

All matters concerning (a) the determination of the relative amount of allocations and Distributions among the Members pursuant

to Articles IV and V and (b) accounting procedures and determinations, and other determinations not specifically and

expressly provided for by the terms of this Agreement, shall be determined by the Manager, whose determination shall be final and conclusive

as to all of the Members absent manifest clerical error.

Section 8.02         Fiscal

Year. The Fiscal Year of the Company shall end on December 31 of each year or such other date as may be established by the Manager.

Article IX.

TAX MATTERS

Section 9.01         Preparation

of Tax Returns. The Manager shall arrange for the preparation and timely filing of all tax returns required to be filed by the Company.

The Manager shall use reasonable efforts to furnish, within one hundred and eighty (180) days of the close of each Taxable Year, to each

Member a completed IRS Schedule K-1 (and any comparable state income tax form) and such other information as is reasonably requested

by such Member relating to the Company that is necessary for such Member to comply with its tax reporting obligations. Subject to the

terms and conditions of this Agreement and except as otherwise provided in this Agreement, in its capacity as Partnership Representative,

the Corporation shall have the authority to prepare the tax returns of the Company using such permissible methods and elections as it

determines in its reasonable discretion, including without limitation the use of any permissible method under Section 706 of the

Code for purposes of determining the varying Units of its Members.

Section 9.02         Tax

Elections. The Taxable Year shall be the Fiscal Year set forth in Section 8.02, unless otherwise required by Section 706

of the Code. The Manager shall cause the Company and each of its Subsidiaries that is treated as a partnership for U.S. federal income

tax purposes to have in effect an election pursuant to Section 754 of the Code (or any similar provisions of applicable state, local

or foreign tax Law) for each Taxable Year. The Manager shall take commercially reasonable efforts to cause each Person in which the Company

owns a direct or indirect equity interest (other than a Subsidiary) that is so treated as a partnership to have in effect any such election

for each Taxable Year. Each Member shall upon request supply any information reasonably necessary to give proper effect to any such elections.

Section 9.03         Tax

Controversies. The Manager shall cause the Company to take all necessary actions required by Law to designate the Corporation as

the “tax matters partner” of the Company within the meaning of Section 6231 of the Code (as in effect prior to repeal

of such section pursuant to the Revised Partnership Audit Provisions) with respect any Taxable Year beginning on or before December 31,

2017. The Manager shall further cause the Company to take all necessary actions required by Law to designate the Corporation as the “partnership

representative” of the Company as provided in Section 6223(a) of the Code with respect to any Taxable Year of the Company

beginning after December 31, 2017, and if the “partnership representative” is an entity, the Corporation is hereby authorized

to designate an individual to be the sole individual through which such entity “partnership representative” shall act (in

such capacities, collectively, the “Partnership Representative”). The Company and the Members shall cooperate

fully with each other and shall use reasonable best efforts to cause the Corporation (or its designated individual, as applicable) to

become the Partnership Representative with respect to any taxable period of the Company with respect to which the statute of limitations

has not yet expired (and causing any tax matters partner, partnership representative or designated individual designated prior to the

Effective Date to resign, be revoked or replaced, as applicable), including (as applicable) by filing certifications pursuant to Treasury

Regulations Section 301.6231(a)(7)-1(d) and completing IRS Form 8970 or any other form or certificate required pursuant

to Treasury Regulation Section 301.6223-1(e)(1). The Partnership Representative shall have the right and obligation to take all

actions authorized and required, by the Code for the Partnership Representative and is authorized and required to represent the Company

(at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including any

resulting administrative and judicial proceedings, and to expend Company funds for professional services reasonably incurred in connection

therewith. Each Member agrees to cooperate with the Company and the Partnership Representative and to do or refrain from doing any or

all things reasonably requested by the Company or the Partnership Representative with respect to the conduct of such proceedings. Without

limiting the generality of the foregoing, with respect to any audit or other proceeding, the Partnership Representative shall be entitled

to cause the Company (and any of its Subsidiaries) to make any available elections pursuant to Section 6226 of the Code (and similar

provisions of state, local and other Law), and the Members shall cooperate to the extent reasonably requested by the Company in connection

therewith. The Company shall reimburse the Partnership Representative for all reasonable out-of-pocket expenses incurred by the Partnership

Representative, including reasonable fees of any professional attorneys, in carrying out its duties as the Partnership Representative.

The provisions of this Section 9.03 shall survive the transfer or termination of any Member’s interest in any Units

of the Company, the termination of this Agreement and the termination of the Company, and shall remain binding on each Member for the

period of time necessary to resolve all tax matters relating to the Company, and shall be subject to the provisions of the Tax Receivable

Agreement, as applicable.

Article X.

RESTRICTIONS ON TRANSFER OF UNITS; CERTAIN TRANSACTIONS

Section 10.01         Transfers

by Members. No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance

with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by

any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in

accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that

terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member

under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code

Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does

not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate

the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect

Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

Section 10.02         Permitted

Transfers. The restrictions contained in Section 10.01 shall not apply to any of the following Transfers (each, a “Permitted

Transfer” and each transferee, a “Permitted Transferee”): (i)(A) a Transfer pursuant to

a Redemption or Direct Exchange in accordance with Article XI hereof or that are necessary or desirable to comply with Sections

3.04 or 3.05 as determined by the Manager or (B) a Transfer by a Member to the Corporation or any of its Subsidiaries,

(ii) a Transfer to an Affiliate of such Member; (iii) Permitted Upstream Transfers; (iv) a Transfer by a Member that is

a natural person (or that is an estate-planning Person controlled by a natural person) for estate-planning purposes of such Member to

an Estate Planning Vehicle of such Member or (v) in the case of each of a Brookwood Related Party, a Permitted Pledge; provided,

however, that (x) the restrictions contained in this Agreement shall continue to apply to Units after any Permitted Transfer

of such Units, (y) in the case of the foregoing clause (ii), the Permitted Transferees of the Units so Transferred shall agree in

writing to be bound by the provisions of this Agreement, and prior to such Transfer the transferor shall deliver a written notice to

the Company and the Members, which notice shall disclose in reasonable detail the identity of the proposed Permitted Transferee and (z) in

the case of clause (v), in the event that the lender to whom the applicable Common Units have been pledged forecloses on such Common

Units, such Common Units shall automatically be exchanged for Class A Common Stock, and any shares of Class B Common Stock

(together with any Corresponding Rights) corresponding to such Common Units shall be canceled and retired, in each case, with the provisions

of Article XI applying to such Transfer mutatis mutandis (applied for this purpose as if the Corporation had delivered

an Election Notice that specified a Share Settlement with respect to such Redemption, and with the applicable Redemption Date occurring

on the date of such foreclosure) such that, for the avoidance of doubt, the applicable lender shall never take ownership of such Common

Units or shares of Class B Common Stock (and shall not become a Member hereunder), and instead shall take ownership of the applicable

shares of Class A Common Stock upon such foreclosure. In the case of a Permitted Transfer of any Common Units by any Member that

is authorized to hold Class B Common Stock in accordance with the Corporation’s certificate of incorporation to a Permitted

Transferee in accordance with this Section 10.02, such Member (or any subsequent Permitted Transferee of such Member) shall

also transfer a number of shares of Class B Common Stock equal to the number of Common Units that were transferred by such Member

(or subsequent Permitted Transferee) in the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional

limitations set forth in Section 10.07(b).

Section 10.03         Restricted

Units Legend. The Units have not been registered under the Securities Act and, therefore, in addition to the other restrictions on

Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or if an exemption from

such registration is then available with respect to such sale. To the extent such Units have been certificated, each certificate evidencing

Units and each certificate issued in exchange for or upon the Transfer of any Units shall be stamped or otherwise imprinted with a legend

in substantially the following form:

“THE SECURITIES

REPRESENTED BY THIS CERTIFICATE WERE ISSUED ON [ · ] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT

TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BW ULTIMATE

PARENT, LLC, AS IT MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, OR OTHERWISE MODIFIED FROM TIME TO TIME, AND BW ULTIMATE PARENT,

LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER.

A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY BW ULTIMATE PARENT, LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

The Company shall imprint such legend on certificates

(if any) evidencing Units. The legend set forth above shall be removed from the certificates (if any) evidencing any Units which cease

to be Units in accordance with the definition thereof.

Section 10.04         Transfer.

Prior to Transferring any Units (other than in connection with a Permitted Pledge or a Redemption or Direct Exchange in accordance with

Article XI), the Transferring holder of Units shall cause the prospective Permitted Transferee to be bound by this Agreement

and any other agreements executed by the holders of Units and relating to such Units in the aggregate to which the transferor was a party,

including without limitation the Stockholders Agreement (collectively, the “Other Agreements”) by executing

and delivering to the Company a duly executed Joinder and counterparts of this Agreement and any applicable Other Agreements.

Section 10.05         Assignee’s

Rights.

(a)            The

Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all

of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits,

Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706,

using any permissible method as determined in the reasonable discretion of the Manager. Distributions made before the effective date

of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

(b)            Unless

and until an Assignee becomes a Member pursuant to Article XII, the Assignee shall not be entitled to any of the rights granted

to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided,

however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06,

such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account

of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

Section 10.06         Assignor’s

Rights and Obligations. Any Member who shall Transfer any Unit in a manner in accordance with this Agreement shall cease to be a

Member with respect to such Units and shall no longer have any rights or privileges, or, except as set forth in this Section 10.06,

duties, liabilities or obligations, of a Member with respect to such Units or other interest (it being understood, however, that the

applicable provisions of Sections 6.08 and 7.04 shall continue to inure to such Person’s benefit), except that unless

and until the Assignee (if not already a Member) is admitted as a Substituted Member in accordance with the provisions of Article XII

(the “Admission Date”), (i) such Transferring Member shall retain all of the duties, liabilities and obligations

of a Member with respect to such Units, and (ii) the Manager may, in its sole discretion, reinstate all or any portion of the rights

and privileges of such Member with respect to such Units for any period of time prior to the Admission Date. Nothing contained herein

shall relieve any Member who Transfers any Units in the Company from any liability of such Member to the Company with respect to such

Units that may exist as of the Admission Date or that is otherwise specified in the Delaware Act or for any liability to the Company

or any other Person for any materially false statement made by such Member (in its capacity as such) or for any present or future breaches

of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in the Other Agreements

with the Company.

Section 10.07         Overriding

Provisions.

(a)            Any

Transfer or attempted Transfer of any Units in violation of this Agreement (including any prohibited indirect Transfers) shall be, to

the fullest extent permitted by applicable Law, null and void ab initio, and the provisions of Sections 10.05 and 10.06

shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of

this Agreement shall not become a Member and shall not have any other rights in or with respect to any rights of a Member of the Company

with respect to the applicable Units. The approval of any Transfer in any one or more instances shall not limit or waive the requirement

for such approval in any other or future instance. The Manager shall promptly amend the Schedule of Members to reflect any Permitted

Transfer pursuant to this Article X.

(b)            Notwithstanding

anything contained herein to the contrary (including, for the avoidance of doubt, the provisions of Section 10.01 and Article XI

and Article XII), in no event shall any Member Transfer any Units to the extent such Transfer would:

(i)           result

in the violation of the Securities Act, or any other applicable federal, state or foreign Laws;

(ii)          cause

an assignment under the Investment Company Act;

(iii)         in

the reasonable determination of the Manager, be a violation of or a default (or an event that, with notice or the lapse of time or both,

would constitute a default) under, or result in an acceleration of any obligation under any Credit Agreement to which the Company or

the Manager is a party; provided that the payee or creditor to whom the Company or the Manager owes such obligation is not an

Affiliate of the Company or the Manager;

(iv)        be

a Transfer to a Person who is not legally competent or who has not achieved his or her majority of age under applicable Law

(excluding trusts for the benefit of minors);

(v)         cause

the Company to be treated as a “publicly traded partnership” or to be taxed as a corporation pursuant to Section 7704

of the Code or any successor provision thereto under the Code; or

(vi)         result

in the Company having more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined

pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)).

anything contained herein to the contrary, in no event shall any Member that is not a “United States person” within the meaning

of Section 7701(a)(30) of the Code Transfer any Units, unless such Member and the transferee have delivered to the Company, in respect

of the relevant Transfer, written evidence that all required withholding under Section 1446(f) of the Code shall have been

done and duly remitted to the applicable taxing authority or duly executed certifications (prepared in accordance with the applicable

Treasury Regulations or other authorities) of an exemption from such withholding.

Section 10.08       Spousal

Consent. In connection with the execution and delivery of this Agreement, any Member who is a natural person shall deliver to the

Company an executed consent from such Member’s spouse (if any) in the form of Exhibit B-1 attached hereto or a Member’s

spouse confirmation of separate property in the form of Exhibit B-2 attached hereto. If, at any time subsequent to the date

of this Agreement such Member becomes legally married (whether in the first instance or to a different spouse), such Member shall cause

his or her spouse to execute and deliver to the Company a consent in the form of Exhibit B-1 or Exhibit B-2 attached

hereto. Such Member’s non-delivery to the Company of an executed consent in the form of Exhibit B-1 or Exhibit B-2

at any time shall constitute such Member’s continuing representation and warranty that such Member is not legally married as of

such date.

Section 10.09       Certain

Transactions with respect to the Corporation.

(a)            In

connection with a Change of Control Transaction, the Manager shall have the right, in its sole discretion, to require each Member to

effect a Redemption of all or a portion of such Member’s Units together with an equal number of shares of Class B Common Stock,

pursuant to which such Units and such shares of Class B Common Stock shall be exchanged for shares of Class A Common Stock

(or economically equivalent cash or securities of a successor entity) in accordance with the Redemption provisions of Article XI,

mutatis mutandis (applied for this purpose as if the Corporation had delivered an Election Notice that specified a Share Settlement

with respect to such Redemption) and otherwise in accordance with this Section 10.09(a). Any such Redemption pursuant to

this Section 10.09(a) shall be effective immediately prior to the consummation of such Change of Control Transaction

(and, for the avoidance of doubt, shall be contingent upon the consummation of such Change of Control Transaction and shall not be effective

if such Change of Control Transaction is not consummated) (the date of such Redemption pursuant to this Section 10.09(a),

the “Change of Control Date”). From and after the Change of Control Date, (i) the Units and any shares

of Class B Common Stock subject to such Redemption shall be deemed to be transferred to the Company or the Corporation, as applicable,

on the Change of Control Date and (ii) each such Member shall cease to have any rights with respect to the Units and any shares

of Class B Common Stock subject to such Redemption (other than the right to receive shares of Class A Common Stock (or economically

equivalent cash or equity securities in a successor entity) pursuant to such Redemption). In the event the Manager desires to initiate

the provisions of this Section 10.09, the Manager shall provide written notice of an expected Change of Control Transaction

to all Members within the earlier of (x) ten (10) Business Days following the execution of an agreement with respect to such

Change of Control Transaction and (y) ten (10) Business Days before the proposed date upon which the contemplated Change of

Control Transaction is to be effected, including in such notice such information as may reasonably describe the Change of Control Transaction,

subject to Law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and types

of consideration to be paid for shares of Class A Common Stock in the Change of Control Transaction and any election with respect

to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection

with a Change of Control Transaction (which election shall be available to each Member on the same terms as holders of shares of Class A

Common Stock). Following delivery of such notice and on or prior to the Change of Control Date, the Members shall take all actions reasonably

requested by the Corporation to effect such Redemption in accordance with the terms of Article XI, including taking any action

and delivering any document required pursuant to this Section 10.09(a) to effect such Redemption. Notwithstanding the

foregoing, in the event the Manager requires the Members to exchange less than all of their outstanding Units (and to surrender a corresponding

number of shares of Class B Common Stock for cancellation), each Member’s participation in the Change of Control Transaction

shall be reduced pro rata.

(b)            In

the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization, or similar transaction with respect

to Class A Common Stock (a “Corporation Offer”) is proposed by the Corporation or is proposed to the Corporation

or its stockholders and approved by the Corporate Board or is otherwise effected or to be effected with the consent or approval of the

Corporate Board, the Manager shall provide written notice of the Corporation Offer to all Members within the earlier of (i) five

(5) Business Days following the execution of an agreement (if applicable) with respect to, or the commencement of (if applicable),

such Corporation Offer and (ii) ten (10) Business Days before the proposed date upon which the Corporation Offer is to be effected,

including in such notice such information as may reasonably describe the Corporation Offer, subject to Law, including the date of execution

of such agreement (if applicable) or of such commencement (if applicable), the material terms of such Corporation Offer, including the

amount and types of consideration to be received by holders of shares of Class A Common Stock in the Corporation Offer, any election

with respect to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make

in connection with such Corporation Offer, and the number of Units (and the corresponding shares of Class B Common Stock) held by

such Member that is applicable to such Corporation Offer. The Members (other than the Corporation and its Subsidiaries) shall be permitted

to participate in such Corporation Offer by delivering a written notice of participation that is effective immediately prior to the consummation

of such Corporation Offer (and that is contingent upon consummation of such offer and shall not be effective if such Corporation Offer

is not consummated), and shall include such information necessary for consummation of such offer as requested by the Corporation. In

the case of any Corporation Offer that was initially proposed by the Corporation, the Corporation shall use reasonable best efforts to

enable and permit the Members (other than the Corporation and its Subsidiaries) to participate in such transaction to the same extent

or on an economically equivalent basis as the holders of shares of Class A Common Stock, and to enable such Members to participate

in such transaction without being required to exchange Units or shares of Class B Common Stock prior to the consummation of such

transaction. For the avoidance of doubt, in no event shall Common Unitholders be entitled to receive in such Corporation Offer aggregate

consideration for each Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock

in connection with a Corporation Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not

be considered part of any such consideration).

the event that a transaction or proposed transaction constitutes both a Change of Control Transaction and a Corporation Offer, the provisions

of Section 10.09(a) shall take precedence over the provisions of Section 10.09(b) with respect to such

transaction, and the provisions of Section 10.09(b) shall be subordinate to provisions of Section 10.09(a),

and may only be triggered if the Manager elects to waive the provisions of Section 10.09(a).

Section 10.10

Unvested Common Units. With respect to any shares of Class B Common Stock corresponding to Common Units which remain

subject to vesting conditions in accordance with any applicable Equity Plan or individual award agreement, the Member holding such shares

of Class B Common Stock shall abstain from voting any such shares of Class B Common Stock with respect to any matter to be

voted on or considered by the stockholders of the Corporation at any annual or special meeting of the stockholders of the Corporation

or action by written consent of the stockholders of the Corporation unless and until such time as such Common Units have vested in accordance

with the applicable Equity Plan or individual award agreement.

Article XI.

REDEMPTION AND DIRECT EXCHANGE RIGHTS

Section 11.01         Redemption

Right of a Member.

(a)            Each

Member (other than the Corporation and its Subsidiaries) shall be entitled to cause the Company to redeem (a “Redemption”)

all or any portion of its Common Units (excluding, for the avoidance of doubt, any Common Units that are subject to vesting conditions

or the Transfer of which is prohibited pursuant to Section 10.07(b) or Section 10.07(c) of this Agreement)

in whole or in part (the “Redemption Right”) at any time and from time to time following the waiver or expiration

of any contractual lock-up period relating to the shares of the Corporation that may be applicable to such Member. A Member desiring

to exercise its Redemption Right (each, a “Redeeming Member”) shall exercise such right by giving written notice

(the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify

the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem

and a date, not less than three (3) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice

(unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of

the Redemption Right shall be completed (the “Redemption Date”); provided, that the Company, the Corporation

and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another

number and/or date by mutual agreement signed in writing by each of them; provided, further, that in the event the Corporation

elects a Share Settlement, the Redemption may be conditioned (including as to timing) by the Redeeming Member on the closing of an underwritten

distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Subject to Section 11.03

and unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(c) or has revoked

or delayed a Redemption as provided in Section 11.01(d), on the Redemption Date (to be effective immediately prior to the

close of business on the Redemption Date):

(i)           the

Redeeming Member shall Transfer and surrender, free and clear of all liens and encumbrances (x) the Redeemed Units to the Company

(including any certificates representing the Redeemed Units if they are certificated), and (y) a number of shares of Class B

Common Stock (together with any Corresponding Rights) equal to the number of Redeemed Units to the Corporation, to the extent applicable;

(ii)          the

Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming

Member is entitled under Section 11.01(b), and (z) if the Units are certificated, issue to the Redeeming Member a certificate

for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered

by the Redeeming Member pursuant to clause (i) of this Section 11.01(a) and the Redeemed Units; and

(iii)         the

Corporation shall cancel and retire for no consideration the shares of Class B Common Stock (together with any Corresponding Rights)

that were Transferred to the Corporation pursuant to Section 11.01(a)(i)(y) above.

(b)            The

Corporation shall have the option (as determined solely by a majority of its independent directors (within the meaning of the rules of

the Stock Exchange) who are disinterested) as provided in Section 11.02 to elect to have the Redeemed Units be redeemed in

consideration for either a Share Settlement or a Cash Settlement; provided, for the avoidance of doubt, that the Corporation may

elect to have the Redeemed Units be redeemed in consideration for a Cash Settlement only to the extent that the Corporation has cash

available in an amount equal to at least the Redeemed Units Equivalent, which cash was received from a substantially contemporaneous

Qualifying Offering or, in the case of a Redemption occurring in connection the closing of the IPO, the IPO. The Corporation shall give

written notice (the “Election Notice”) to the Company (with a copy to the applicable Redeeming Member) of such

election within three (3) Business Days of receiving the Redemption Notice; provided, that if the Corporation does not timely

deliver an Election Notice, the Corporation shall be deemed to have elected the Share Settlement method (subject to the limitations set

forth above).

the event the Corporation elects the Cash Settlement in connection with a Redemption, the Redeeming Member may retract its Redemption

Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to the Corporation) within

three (3) Business Days of delivery of the Election Notice. The timely delivery of a Retraction Notice shall terminate all of the

Redeeming Member’s, the Company’s and the Corporation’s rights and obligations under this Section 11.01

arising from the Redemption Notice.

(d)            In

the event the Corporation elects a Share Settlement in connection with a Redemption, a Redeeming Member shall be entitled to revoke its

Redemption Notice or delay the consummation of a Redemption if any of the following conditions exists:

(i)           any

registration statement pursuant to which the resale of the Class A Common Stock to be registered for such Redeeming Member at or

immediately following the consummation of the Redemption shall have ceased to be effective pursuant to any action or inaction by the

SEC or no such resale registration statement has yet become effective;

(ii)          the

Corporation shall have failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect

such Redemption;

(iii)         the

Corporation shall have exercised its right to defer, delay or suspend the filing or effectiveness of a registration statement and such

deferral, delay or suspension shall affect the ability of such Redeeming Member to have its Class A Common Stock registered at or

immediately following the consummation of the Redemption;

(iv)        the

Redeeming Member is in possession of any material non-public information concerning the Corporation, the receipt of which results in

such Redeeming Member being prohibited or restricted from selling Class A Common Stock at or immediately following the Redemption

without disclosure of such information (and the Corporation does not permit disclosure of such information);

(v)         any

stop order relating to the registration statement pursuant to which the Class A Common Stock was to be registered by such Redeeming

Member at or immediately following the Redemption shall have been issued by the SEC;

(vi)        there

shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Common

Stock is then traded;

(vii)       there

shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits

the Redemption;

(viii)      the

Corporation shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such

failure shall have affected the ability of such Redeeming Member to consummate the resale of Class A Common Stock to be received

upon such Redemption pursuant to an effective registration statement; or

(ix)         the

Redemption Date would occur three (3) Business Days or less prior to, or during, a Black-Out Period.

If a Redeeming Member delays

the consummation of a Redemption pursuant to this Section 11.01(d), the Redemption Date shall occur on the fifth (5th)

Business Day following the date on which the condition(s) giving rise to such delay ceases to exist (or such earlier day as the

Corporation, the Company and such Redeeming Member may agree in writing).

(e)            The

number of shares of Class A Common Stock (or Redeemed Units Equivalent, if applicable) (together with any Corresponding Rights)

applicable to any Share Settlement or Cash Settlement shall not be adjusted on account of any Distributions previously made with respect

to the Redeemed Units or dividends previously paid with respect to Class A Common Stock; provided, however, that if a Redeeming

Member causes the Company to redeem Redeemed Units and the Redemption Date occurs subsequent to the record date for any Distribution

with respect to the Redeemed Units but prior to payment of such Distribution, the Redeeming Member shall be entitled to receive such

Distribution with respect to the Redeemed Units on the date that it is made notwithstanding that the Redeeming Member Transferred and

surrendered the Redeemed Units to the Company prior to such date; provided, further, however, that a Redeeming Member

shall be entitled to receive any and all Tax Distributions that such Redeeming Member otherwise would have received in respect of income

allocated to such Member for the portion of any Fiscal Year irrespective of whether such Tax Distribution(s) are declared or made

after the Redemption Date.

(f)            In

the case of a Share Settlement, in the event a reclassification or other similar transaction occurs following delivery of a Redemption

Notice, but prior to the Redemption Date, as a result of which shares of Class A Common Stock are converted into another security,

then a Redeeming Member shall be entitled to receive the amount of such other security (and, if applicable, any Corresponding Rights)

that the Redeeming Member would have received if such Redemption Right had been exercised and the Redemption Date had occurred immediately

prior to the record date of such reclassification or other similar transaction.

(g)            Notwithstanding

anything to the contrary contained herein, neither the Company nor the Corporation shall be obligated to effectuate a Redemption if such

Redemption could (as determined in the sole discretion of the Manager) cause the Company to be treated as a “publicly traded partnership”

or to be taxed as a corporation pursuant to Section 7704 of the Code or successor provisions of the Code.

Section 11.02       Election

and Contribution of the Corporation. Unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 11.01(c),

or has revoked or delayed a Redemption as provided in Section 11.01(d), subject to Section 11.03, on the Redemption

Date (to be effective immediately prior to the close of business on the Redemption Date) (i) the Corporation shall make a Capital

Contribution to the Company (in the form of the Share Settlement or the Cash Settlement, as determined by the Corporation in accordance

with Section 11.01(b)), and (ii) the Company shall issue to the Corporation a number of Common Units equal to the number

of Redeemed Units surrendered by the Redeeming Member. Notwithstanding any other provisions of this Agreement to the contrary, but subject

to Section 11.03, in the event that the Corporation elects a Cash Settlement, the Corporation shall only be obligated to

contribute to the Company an amount in respect of such Cash Settlement equal to the Redeemed Units Equivalent with respect to such Cash

Settlement, which in no event shall exceed the amount actually paid by the Company to the Redeeming Member as the Cash Settlement. The

timely delivery of a Retraction Notice shall terminate all of the Company’s and the Corporation’s rights and obligations

under this Section 11.02 arising from the Redemption Notice.

Section 11.03       Direct

Exchange Right of the Corporation.

(a)            Notwithstanding

anything to the contrary in this Article XI (save for the limitations set forth in Section 11.01(b) regarding

the Corporation’s option to select the Share Settlement or the Cash Settlement, and without limitation to the rights of the Members

under Section 11.01, including the right to revoke a Redemption Notice), the Corporation may, in its sole and absolute discretion

(as determined solely by a majority of its independent directors (within the meaning of the rules of the Stock Exchange) who are

disinterested) (subject to the timing limitations set forth on such discretion in Section 11.01(b)), elect to effect on the

Redemption Date the exchange of Redeemed Units for the Share Settlement or the Cash Settlement, as the case may be, through a direct

exchange of such Redeemed Units and the Share Settlement or the Cash Settlement, as applicable, between the Redeeming Member and the

Corporation (a “Direct Exchange”) (rather than contributing the Share Settlement or the Cash Settlement, as

the case may be, to the Company in accordance with Section 11.02 for purposes of the Company redeeming the Redeemed Units

from the Redeeming Member in consideration of the Share Settlement or the Cash Settlement, as applicable). Upon such Direct Exchange

pursuant to this Section 11.03, the Corporation shall acquire the Redeemed Units and shall be treated for all purposes of

this Agreement as the owner of such Units.

(b)            The

Corporation may, at any time prior to a Redemption Date (including after delivery of an Election Notice pursuant to Section 11.01(b)),

deliver written notice (an “Exchange Election Notice”) to the Company and the Redeeming Member setting forth

its election to exercise its right to consummate a Direct Exchange; provided, that such election is subject to the limitations

set forth in Section 11.01(d) and does not unreasonably prejudice the ability of the parties to consummate a Redemption

or Direct Exchange on the Redemption Date. An Exchange Election Notice may be revoked by the Corporation at any time; provided,

that any such revocation does not unreasonably prejudice the ability of the parties to consummate a Redemption or Direct Exchange on

the Redemption Date. The right to consummate a Direct Exchange in all events shall be exercisable for all of the Redeemed Units that

would have otherwise been subject to a Redemption.

as otherwise provided by this Section 11.03, a Direct Exchange shall be consummated pursuant to the same timeframe as the

relevant Redemption would have been consummated if the Corporation had not delivered an Exchange Election Notice and as follows:

(i)           the

Redeeming Member shall transfer and surrender, free and clear of all liens and encumbrances (x) the Redeemed Units and (y) a

number of shares of Class B Common Stock (together with any Corresponding Rights) equal to the number of Redeemed Units, to the

extent applicable, in each case, to the Corporation;

(ii)          the

Corporation shall (x) pay to the Redeeming Member the Share Settlement or the Cash Settlement, as applicable, and (y) cancel

and retire for no consideration the shares of Class B Common Stock (together with any Corresponding Rights) that were Transferred

to the Corporation pursuant to Section 11.03(c)(i)(y) above; and

(iii)         the

Company shall (x) register the Corporation as the owner of the Redeemed Units and (y) if the Units are certificated, issue

to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units

evidenced by the certificate surrendered by the Redeeming Member pursuant to Section 11.03(c)(i)(x) and the Redeemed

Units, and issue to the Corporation a certificate for the number of Redeemed Units.

Section 11.04       Reservation

of Shares of Class A Common Stock; Listing; Certificate of the Corporation. At all times the Corporation shall reserve and keep

available out of its authorized but unissued Class A Common Stock, solely for the purpose of issuance upon a Share Settlement in

connection with a Redemption or Direct Exchange, such number of shares of Class A Common Stock as shall be issuable upon any such

Share Settlement pursuant to a Redemption or Direct Exchange; provided that nothing contained herein shall be construed to preclude

the Corporation from satisfying its obligations in respect of any such Share Settlement pursuant to a Redemption or Direct Exchange by

delivery of purchased Class A Common Stock (which may or may not be held in the treasury of the Corporation) or by way of Cash Settlement.

The Corporation shall deliver Class A Common Stock that has been registered under the Securities Act with respect to any Share Settlement

pursuant to a Redemption or Direct Exchange to the extent a registration statement is effective and available with respect to such shares.

The Corporation shall use its commercially reasonable efforts to list the Class A Common Stock required to be delivered upon any

such Share Settlement pursuant to a Redemption or Direct Exchange prior to such delivery upon each national securities exchange upon

which the outstanding shares of Class A Common Stock are listed at the time of such Share Settlement pursuant to a Redemption or

Direct Exchange (it being understood that any such shares may be subject to transfer restrictions under applicable securities Laws).

The Corporation covenants that all shares of Class A Common Stock issued in connection with a Share Settlement pursuant to a Redemption

or Direct Exchange shall, upon issuance, be validly issued, fully paid and non-assessable. The provisions of this Article XI

shall be interpreted and applied in a manner consistent with any corresponding provisions of the Corporation’s certificate of incorporation

(if any).

Section 11.05       Effect

of Exercise of Redemption or Direct Exchange. This Agreement shall continue notwithstanding the consummation of a Redemption or Direct

Exchange by a Member and all rights set forth herein shall continue in effect with respect to the remaining Members and, to the extent

the Redeeming Member has a remaining Unit following such Redemption or Direct Exchange, the Redeeming Member. No Redemption or Direct

Exchange shall relieve a Redeeming Member of any prior breach of this Agreement by such Redeeming Member.

Section 11.06       Tax

Treatment. Unless otherwise required by applicable Law, the parties hereto acknowledge and agree that a Redemption or a Direct Exchange,

as the case may be, shall be treated as a direct exchange between the Corporation and the Redeeming Member for U.S. federal and applicable

state and local income tax purposes.

Article XII.

ADMISSION OF MEMBERS

Section 12.01       Substituted

Members. Subject to the provisions of Article X hereof, in connection with the Permitted Transfer of a Unit hereunder,

the Permitted Transferee shall become a Substituted Member on the effective date of such Transfer, which effective date shall not be

earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records

of the Company, including the Schedule of Members.

Section 12.02       Additional

Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date may

be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing

to the Manager (a) duly executed Joinder and counterparts to any applicable Other Agreements and (b) such other documents or

instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into

such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager

determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records

of the Company, including the Schedule of Members.

Article XIII.

WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS

Section 13.01       Withdrawal

and Resignation of Members. Except in the event of Transfers pursuant to Section 10.06, a redemption pursuant to Article XI,

and the Manager’s right to resign pursuant to Section 6.03, no Member shall have the power or right to withdraw or

otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIV.

Any Member, however, that attempts to withdraw or otherwise resign as a Member from the Company without the prior written consent of

the Manager upon or following the dissolution and winding up of the Company pursuant to Article XIV, but prior to such Member

receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIV, shall

be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly

caused by the withdrawal or resignation of such Member. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this

Agreement, subject to the provisions of Section 10.06, such Member shall cease to be a Member.

Article XIV.

DISSOLUTION AND LIQUIDATION

Section 14.01       Dissolution.

The Company shall not be dissolved by the admission of Additional Members or Substituted Members or the attempted withdrawal, removal,

dissolution, bankruptcy or resignation of a Member. The Company shall dissolve, and its affairs shall be wound up, upon:

(a)            Subject

to the limitations set forth in the Stockholders Agreement, the decision of the Manager together with the written approval of the Common

Unitholders (other than the Manager) holding a majority of the Common Units (other than the Common Units held by the Manager) to dissolve

the Company (excluding for purposes of such calculation the Corporation and all Common Units held directly or indirectly by it);

(b)            a

dissolution of the Company under Section 18-801(4) of the Delaware Act, unless the Company is continued without dissolution

pursuant thereto; or

entry of a decree of judicial dissolution of the Company under Section 18-802 of the Delaware Act.

Except as otherwise set forth in this Article XIV,

the Company is intended to have perpetual existence. An Event of Withdrawal shall not in and of itself cause a dissolution of the Company

and the Company shall, to the fullest extent permitted by law, continue in existence subject to the terms and conditions of this Agreement.

Section 14.02         Winding

Up. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint

one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed

diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of

liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted

by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to

be accomplished by the Liquidators are as follows:

(a)            as

promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made

by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of

the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b)            the

Liquidators shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge

thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such

amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations

of the Company owed to creditors other than the Members, including all expenses incurred in connection with the liquidation and winding

up of the Company; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments

or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and

satisfaction of the Company's debts, liabilities and obligations pursuant to the foregoing Section 14.02(b), all remaining

assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the Taxable

Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation).

The distribution of cash

and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below

shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest

in the Company and all of the Company’s property and shall constitute a compromise to which all Members have consented within the

meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those

funds.

Section 14.03         Deferment;

Distribution in Kind. Notwithstanding the provisions of Section 14.02, but subject to the order of priorities set forth

therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets

would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole

discretion and to the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those

necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the

order of priorities set forth in Section 14.02, the Liquidators may, in their sole discretion, distribute to the Members,

in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions

of Section 14.02(c), (b) as tenants in common and in accordance with the provisions of Section 14.02(c),

undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions

in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem

reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the

holders thereof) at such time. Any assets of the Company distributed in kind shall first be written up or down to their Fair Market Value,

thus creating Profit or Loss (if any), which shall be allocated in accordance with Article V. The Liquidators shall determine

the Fair Market Value of any property so distributed.

Section 14.04         Cancellation

of Certificate. On completion of the winding up of the Company as provided herein, the Manager (or such other Person or Persons as

the Delaware Act may require or permit) shall file a certificate of cancellation of the Certificate with the Secretary of State of Delaware,

cancel any other filings made pursuant to this Agreement that should be canceled and take such other actions as may be necessary to terminate

the existence of the Company. The Company shall continue in existence for all purposes of this Agreement until it is terminated pursuant

to this Section 14.04.

Section 14.05         Reasonable

Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and

the liquidation of its assets pursuant to Sections 14.02 and 14.03 in order to minimize any losses otherwise attendant

upon such winding up.

Section 14.06         Return

of Capital. The Liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the

Members (it being understood that any such return shall be made solely from assets of the Company).

Article XV.

GENERAL PROVISIONS

Section 15.01       Power

of Attorney.

(a)            Each

Member hereby constitutes and appoints the Manager (or the Liquidator, if applicable) with full power of substitution, as his, her or

its true and lawful agent and attorney-in-fact, with full power and authority in his, her or its name, place and stead, to:

(i)            execute,

swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates and other

instruments and all amendments thereof which the Manager deems appropriate or necessary to form, qualify, or continue the qualification

of, the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct

business or own property; (B) all instruments which the Manager deems appropriate or necessary to reflect any amendment, change,

modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents

which the Manager deems appropriate or necessary to reflect the dissolution, winding up and termination of the Company pursuant to the

terms of this Agreement, including a certificate of cancellation; and (D) all instruments relating to the admission, substitution

or resignation of any Member pursuant to Article XII or XIII; and

(ii)            sign,

execute, swear to and acknowledge all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary,

in the reasonable judgment of the Manager, to evidence, confirm or ratify any vote, consent, approval, agreement or other action which

is made or given by the Members hereunder or is consistent with the terms of this Agreement, in the reasonable judgment of the Manager,

to effectuate the terms of this Agreement.

(b)            The

foregoing power of attorney is coupled with an interest and, to the fullest extent permitted by law, irrevocable, and shall survive the

death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Member and the transfer of all or any portion

of his, her or its Units and shall extend to such Member’s heirs, successors, assigns and personal representatives.

Section 15.02       Confidentiality.

(a)            Each

of the Members (other than the Corporation) agrees to hold the Company’s Confidential Information in confidence and may not disclose

or use such information except as otherwise authorized separately in writing by the Manager. “Confidential Information”

as used herein includes all non-public information concerning the Company or its Subsidiaries including, but not limited to, ideas, financial

product structuring, business strategies, innovations and materials, all aspects of the Company’s or any of its Subsidiaries’

business plan, proposed operation and products, corporate structure, financial and organizational information, analyses, proposed partners,

software code and system and product designs, employees and their identities, equity ownership, the methods and means by which the Company

or such Subsidiary plans to conduct its business, all trade secrets, trademarks, tradenames and all intellectual property associated

with the Company’s and such Subsidiary’s business. With respect to each Member, Confidential Information does not include

information or material that: (a) is rightfully in the possession of such Member at the time of disclosure by the Company or any

of its Subsidiaries; (b) before or after it has been disclosed to such Member by the Company, becomes part of public knowledge,

not as a result of any action or inaction of such Member in violation of this Agreement; (c) is approved for release by written

authorization of the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company or of the Corporation, or any

other officer designated by the Manager; (d) is disclosed to such Member or their representatives by a third party not, to the knowledge

of such Member, in violation of any obligation of confidentiality owed to the Company or any of its Subsidiaries with respect to such

information; or (e) is or becomes independently developed by such Member or their respective representatives without use of or reference

to the Confidential Information.

(b)            Solely

to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement, each

of the Members may disclose Confidential Information to its Subsidiaries, Affiliates, partners, members, stockholders, managers, directors,

officers, employees, counsel, advisers, consultants, outside contractors and other agents, on the condition that such Persons keep the

Confidential Information confidential to the same extent as such Member is required to keep the Confidential Information confidential;

provided, that such Member shall remain liable with respect to any breach of this Section 15.02 by any such Subsidiaries,

Affiliates, partners, directors, officers, employees, counsel, advisers, consultants, outside contractors and other agents (as if such

Persons were party to this Agreement for purposes of this Section 15.02).

Section 15.02(a) or Section 15.02(b), each of the Members may disclose Confidential Information (i) to

the extent that such Member is required by Law (by oral questions, interrogatories, request for information or documents, subpoena, civil

investigative demand or similar process) to disclose any of the Confidential Information, (ii) for purposes of reporting to its

stockholders and direct and indirect equity holders (each of whom are bound by customary confidentiality obligations) the performance

of the Company and its Subsidiaries and for purposes of including applicable information in its financial statements to the extent required

by applicable Law or applicable accounting standards; or (iii) to any bona fide prospective purchaser of the equity or assets

of a Member, or the Common Units held by such Member, or a prospective merger partner of such Member (provided, in each case, that such

Member determines in good faith that such prospective purchaser or merger partner would be a Permitted Transferee), (provided,

that (i) such Persons shall be informed by such Member of the confidential nature of such information and shall agree in writing

to keep such information confidential in accordance with the contents of this Agreement and (ii) each Member shall be liable for

any breaches of this Section 15.02 by any such Persons (as if such Persons were party to this Agreement for purposes of this

Section 15.02)). Notwithstanding any of the foregoing, nothing in this Section 15.02 shall restrict in any manner

the ability of the Corporation to comply with its disclosure obligations under Law, and the extent to which any Confidential Information

is necessary or desirable to disclose.

Section 15.03       Amendments.

Except as otherwise contemplated by this Agreement, this Agreement may be amended or modified upon the written consent of the Manager,

together with the written consent of the holders (other than the Manager) of a majority of the Common Units then outstanding (excluding

all Common Units held directly or indirectly by the Corporation). Notwithstanding the foregoing, no amendment or modification:

(a)            to

this Section 15.03 that would adversely affect the Members may be made without the prior written consent of the Manager and

each of the Members;

(b)           to

any of the terms and conditions of this Agreement which terms and conditions expressly require the approval or action of certain Persons

may be made without obtaining the consent of the requisite number or specified percentage of such Persons who are entitled to approve

or take action on such matter; and

any of the terms and conditions of this Agreement which would (A) reduce the amounts distributable to a Member pursuant to Articles

IV and XIV in a manner that is not pro rata with respect to all Members, (B) increase the liabilities of such

Member hereunder, (C) otherwise materially and adversely affect a holder of Units (with respect to such Units) in a manner materially

disproportionate to any other holder of Units of the same class or series (with respect to such Units) (other than amendments, modifications

and waivers necessary to implement the provisions of Article XII) or (D) materially and adversely affect the rights

of any Member under Article XI, shall be effective against such affected Member or holder of Units, as the case may be, without

the prior written consent of such Member or holder of Units, as the case may be.

Notwithstanding any of the

foregoing, the Manager may make any amendment to this Agreement (i) of an administrative nature that is necessary in order to implement

the substantive provisions hereof, without the consent of any other Member; provided, that any such amendment does not adversely

change the rights of the Members hereunder in any respect, or (ii) to reflect any changes to the Class A Common Stock or Class B

Common Stock or the issuance of any other capital stock of the Corporation or which otherwise may be necessary or appropriate in connection

with any creation or issuance of, or other transaction involving, Equity Securities of the Corporation, the Company or any of their Subsidiaries.

Section 15.04       Title

to Company Assets. Company assets shall be owned by the Company as an entity, and no Member, individually or collectively, shall

have any ownership interest in such assets of the Company or any portion thereof. The Company shall hold title to all of its property

in the name of the Company and not in the name of any Member. All assets of the Company shall be recorded as the property of the Company

on its books and records, irrespective of the name in which legal title to such assets is held. The Company’s credit and assets

shall be used solely for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for, or in payment

of, any individual obligation of any Member.

Section 15.05       Addresses

and Notices. Any notice, request, demand or instruction specified or permitted by this Agreement shall be in writing and shall be

either personally delivered, or received by certified mail, return receipt requested, or sent by reputable overnight courier service

(charges prepaid) to the Company or by electronic mail at the address set forth below and to any other recipient and to any Member at

such address as indicated by the Company’s records, or at such address or to the attention of such other person as the recipient

party has specified by prior written notice to the sending party. Notices shall be deemed to have been given hereunder when delivered

personally or sent by telecopier (provided confirmation of transmission is received), three (3) days after deposit in the

U.S. mail and one (1) day after deposit with a reputable overnight courier service or if sent by electronic mail, upon confirmed

receipt. Whenever any notice is required to be given by Law or this Agreement, a written waiver thereof signed by the Person entitled

to such notice, whether before or after the time stated at which such notice is required to be given, shall be deemed equivalent to the

giving of such notice.

To the Company:

BW Ultimate Parent, LLC

2301 Eagle Parkway

Fort Worth, TX 76177

Attn: General Counsel

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

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attn: Ian Schuman, Stellios Saffos and Jonathan Solomon

Facsimile: (212) 751-4864

E-mail: [***]; [***];

[***]

To the Corporation:

Yesway, Inc.

2301 Eagle Parkway

Fort Worth, TX 76177

Attn: General Counsel

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

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attn: Ian Schuman, Stellios Saffos and Jonathan Solomon

Facsimile: (212) 751-4864

E-mail: [***]; [***];

[***]

To the Members, as set forth on Schedule 2.

Section 15.06       Binding

Effect; Intended Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs,

executors, administrators, successors, legal representatives and permitted assigns.

Section 15.07       Creditors.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company (other than Indemnified

Persons in their capacity as such) or any of its Affiliates, and no creditor who makes a loan to the Company or any of its Affiliates

may have or acquire (except pursuant to the terms of a separate agreement executed by the Company in favor of such creditor) at any time

as a result of making the loan any direct or indirect interest in Profits, Losses, Distributions, capital or property of the Company

other than as a secured creditor.

Section 15.08       Waiver.

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise

any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement

or condition.

Section 15.09       Counterparts.

This Agreement may be executed in separate counterparts, each of which shall be an original and all of which together shall constitute

one and the same agreement binding on all the parties hereto.

Section 15.10       Applicable

Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect

to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would

cause the application of the laws of any jurisdiction other than the State of Delaware. Any suit, dispute, action or proceeding seeking

to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be heard in the state

or federal courts of the State of Delaware, and the parties hereby consent to the exclusive jurisdiction of such court (and of the appropriate

appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD, WHETHER WITHIN

OR WITHOUT THE JURISDICTION OF ANY SUCH COURT (INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT) AND SHALL

HAVE THE SAME LEGAL FORCE AND EFFECT AS IF SERVED UPON SUCH PARTY PERSONALLY WITHIN THE STATE OF DELAWARE. WITHOUT LIMITING THE FOREGOING,

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT SERVICE OF PROCESS UPON SUCH PARTY AT THE ADDRESS REFERRED TO IN SECTION 15.05

(INCLUDING BY PREPAID CERTIFIED MAIL WITH A VALIDATED PROOF OF MAILING RECEIPT), TOGETHER WITH WRITTEN NOTICE OF SUCH SERVICE TO

SUCH PARTY, SHALL BE DEEMED EFFECTIVE SERVICE OF PROCESS UPON SUCH PARTY.

Section 15.11       Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable

Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or

rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness

or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction

as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 15.12       Further

Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking such actions

as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.13       Execution

and Delivery by Electronic Signature and Electronic Transmission. This Agreement and any signed agreement or instrument entered into

in connection with this Agreement or contemplated hereby, or entered into by the Company in accordance herewith, and any amendments hereto

or thereto, to the extent signed and delivered by means of an electronic signature and/or an electronic transmission, including by a

facsimile machine or via email, shall be treated in all manner and respects as an original agreement or instrument and shall be considered

to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party

hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver

them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of electronic signature or electronic

transmission to execute and/or deliver a document or the fact that any signature or agreement or instrument was transmitted or communicated

through such electronic transmission as a defense to the formation of a contract and each such party forever waives any such defense.

Section 15.14       Right

of Offset. Whenever the Company or the Corporation is to pay any sum (other than pursuant to Article IV) to any Member,

any amounts that such Member owes to the Company or the Corporation which are not the subject of a good faith dispute may be deducted

from that sum before payment. For the avoidance of doubt, the distribution of Units to the Corporation shall not be subject to this Section 15.14.

Section 15.15       Entire

Agreement. This Agreement, those documents expressly referred to herein (including the Stockholders Agreement, the Registration Rights

Agreement and the Tax Receivable Agreement), any indemnity agreements entered into in connection with the Initial LLC Agreement with

any member of the board of directors at that time, those documents entered into in connection with the recapitalization or reorganization

transactions (as described in the Recitals) of the Company and other documents of even date herewith embody the complete agreement and

understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties,

written or oral, which may have related to the subject matter hereof in any way. For the avoidance of doubt, the Initial LLC Agreement

is superseded in its entirety by this Agreement as of the Effective Date and shall be of no further force and effect thereafter.

Section 15.16       Remedies.

Each Member shall have all rights and remedies set forth in this Agreement and all rights and remedies which such Person has been granted

at any time under any other agreement or contract and all of the rights which such Person has under any Law. To the fullest extent permitted

by law, any Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled

to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision

of this Agreement and to exercise all other rights granted by Law.

Section 15.17       Descriptive

Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive

part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine,

feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the

word “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document

or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the

terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other

modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement

or any other agreement shall be given effect hereunder unless such Person has consented in writing to such amendment or modification.

Wherever required by the context, references to a Fiscal Year shall refer to a portion thereof. The use of the words “or,”

“either” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and

drafting of this Agreement. To the fullest extent permitted by law, in the event an ambiguity or question of intent or interpretation

arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise

favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the undersigned

have executed or caused to be executed on their behalf this Fourth Amended and Restated Limited Liability Company Agreement as of the

date first written above.

COMPANY:

BW ULTIMATE PARENT, LLC

By:

/s/ Thomas N. Trkla

Name:

Thomas N. Trkla

Title:

President and Chief Executive Officer

CORPORATION:

YESWAY, INC.

By:

/s/ Thomas N. Trkla

Name:

Thomas N. Trkla

Title:

President and Chief Executive Officer

MEMBERS:

BW GAS & CONVENIENCE AGGREGATOR, L.P.

BY: BW GAS & CONVENIENCE FUND GP, LLC,

Its General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

BW GAS & CONVENIENCE AGGREGATOR II, L.P.

BY: BW GAS & CONVENIENCE FUND II GP, LLC,

Its General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

BW GAS & CONVENIENCE AGGREGATOR III, L.P.

BY: BW GAS & CONVENIENCE FUND III GP, LLC,

Its General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

THOMAS TRKLA

/s/ Thomas Trkla

TNT 2011 IRREVOCABLE TRUST DTD

By:

/s/ Thomas Trkla

Name:

Thomas Trkla

Title:

Authorized Signatory

THOMAS BROWN

/s/ Thomas Brown

BROOKWOOD FINANCIAL CO, INC.

By:

/s/ Thomas Trkla

Name:

Thomas Trkla

Title:

Authorized Signatory

[Signature Page to Fourth

Amended and Restated Operating Agreement]

BRIAN ASHBURN

/s/ Brian Ashburn

ERICKA AYLES

/s/ Ericka Ayles

MARK DANIELS

/s/ Mark Daniels

JENNIFER FERMANO

/s/ Jennifer Fermano

JEFF POTTER

/s/ Jeff Potter

GREG GARDNER

/s/ Greg Gardner

AARON EVERETT

/s/ Aaron Everett

TATE CUTRER

/s/ Tate Cutrer

GREG PAPAZIAN

/s/ Greg Papazian

DEBRA PETROWSKI

/s/ Debra Petrowski

JAYNE RICE

/s/ Jayne Rice

JEFF SCARBROUGH

/s/ Jeff Scarbrough

DOUG WALD

/s/ Doug Wald

KURT ZERNICH

/s/ Kurt Zernich

[Signature Page to Fourth

Amended and Restated Operating Agreement]

Exhibit A

FORM OF

JOINDER AGREEMENT

This

JOINDER AGREEMENT, dated as of _________________, 20___ (this “Joinder”), is delivered pursuant to that certain Fourth

Amended and Restated Limited Liability Company Agreement, dated as of April 21, 2026 (as amended, restated, amended and restated,

supplemented or otherwise modified from time to time, the “LLC Agreement”) of BW Ultimate Parent, LLC, a Delaware

limited liability company (the “Company”), by and among the Company, Yesway, Inc., a Delaware corporation and

the managing member of the Company (the “Corporation”), and each of the Members from time to time party thereto. Capitalized

terms used but not otherwise defined herein have the respective meanings set forth in the LLC Agreement.

1. Joinder to the LLC Agreement.

Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation,

the undersigned hereby is admitted as and hereafter shall be a Member under the LLC Agreement

and a party thereto, with all the rights, privileges and responsibilities of a Member thereunder.

The undersigned hereby agrees that it shall comply with and be fully bound by the terms of

the LLC Agreement as if it had been a signatory thereto as of the date thereof.

2. Incorporation by Reference. All

terms and conditions of the LLC Agreement are hereby incorporated by reference in this Joinder

as if set forth herein in full.

3. Address. All notices under the

LLC Agreement to the undersigned shall be direct to:

[Name]

[Address]

[City, State, Zip Code]

Attn:

Facsimile:

E-mail:

IN WITNESS WHEREOF, the undersigned

has duly executed and delivered this Joinder as of the day and year first above written.

[NAME OF NEW MEMBER]

By:

Name:

Title:

Acknowledged and agreed

as of the date first set forth above:

BW ULTIMATE PARENT, LLC

By: YESWAY, INC., its Manager

By:

Name:

Title:

Exhibit B-1

FORM OF

AGREEMENT AND CONSENT OF SPOUSE

The

undersigned spouse of _____________________________ (the “Member”), a party to that certain Fourth Amended and Restated

Limited Liability Company Agreement, dated as of April 21, 2026 (as amended, restated, amended and restated, supplemented or otherwise

modified from time to time, the “Agreement”) of BW Ultimate Parent, LLC, a Delaware limited liability company (the

“Company”), by and among the Company, Yesway, Inc., a Delaware corporation and the managing member of the Company,

and each of the Members from time to time party thereto (capitalized terms used but not otherwise defined herein have the respective

meanings set forth in the Agreement), acknowledges on his or her own behalf that:

I have read the Agreement

and understand its contents. I acknowledge and understand that under the Agreement, any interest I may have, community property or otherwise,

in the Units owned by the Member is subject to the terms of the Agreement which include certain restrictions on Transfer.

I hereby consent to and approve

the Agreement. I agree that said Units and any interest I may have, community property or otherwise, in such Units are subject to the

provisions of the Agreement and that I will take no action at any time to hinder operation of the Agreement on said Units or any interest

I may have, community property or otherwise, in said Units.

I hereby acknowledge that

the meaning and legal consequences of the Agreement have been explained fully to me and are understood by me, and that I am signing this

Agreement and consent without any duress and of free will.

Dated: _____________________________

[NAME OF SPOUSE]

By:

Name:

Exhibit B-2

FORM OF

SPOUSE’S CONFIRMATION OF SEPARATE PROPERTY

the undersigned, the spouse of _____________________________ (the “Member”), who is a party to that certain Fourth

Amended and Restated Limited Liability Company Agreement, dated as of April 21, 2026 (as amended, restated, amended and restated,

supplemented or otherwise modified from time to time, the “Agreement”) of BW Ultimate Parent, LLC, a Delaware limited

liability company (the “Company”), by and among the Company, Yesway, Inc., a Delaware corporation and the managing

member of the Company, and each of the Members from time to time party thereto (capitalized terms used but not otherwise defined herein

have the respective meanings set forth in the Agreement), acknowledge and confirm on that the Units owned by said Member are the sole

and separate property of said Member, and I hereby disclaim any interest in same.

I hereby acknowledge that

the meaning and legal consequences of this Member’s spouse’s confirmation of separate property have been fully explained

to me and are understood by me, and that I am signing this Member’s spouse’s confirmation of separate property without any

duress and of free will.

Dated: _____________________________

[NAME OF SPOUSE]

By:

Name:

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2527636d21_ex10-3.htm · Sequence: 6

Exhibit 10.3

Execution

STOCKHOLDERS AGREEMENT OF

YESWAY, INC.

THIS

STOCKHOLDERS AGREEMENT, dated as of April 21, 2026 (as it may be amended, amended and restated or otherwise modified

from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Yesway, Inc.,

a Delaware corporation (the “Corporation”), BW Gas & Convenience Aggregator, L.P., a Delaware limited

partnership (“Brookwood Aggregator I”), BW Gas & Convenience Aggregator II, L.P., a Delaware limited

partnership (“Brookwood Aggregator II”), BW Gas & Convenience Aggregator III, L.P., a Delaware limited

partnership (“Brookwood Aggregator III”), BW Gas & Convenience Offshore Fund, L.P., a Delaware limited

partnership (“Brookwood Feeder I”), BW Gas & Convenience Offshore Fund II, L.P., a Delaware limited

partnership (“Brookwood Feeder II”), BW Gas & Convenience Offshore Fund III, L.P., a Delaware limited

partnership (“Brookwood Feeder III”), BW Gas & Convenience Fund GP, LLC, a Delaware limited liability

company (“Brookwood Fund GP I”), BW Gas & Convenience Fund II GP, LLC, a Delaware limited liability

company (“Brookwood Fund GP II”) and BW Gas & Convenience Fund III GP, LLC, a Delaware limited liability

company (“Brookwood Fund GP III”) (Brookwood Aggregator I, Brookwood Aggregator II, Brookwood Aggregator III, Brookwood

Feeder I, Brookwood Feeder II, Brookwood Feeder III, Brookwood Fund GP I, Brookwood Fund GP II and Brookwood Fund GP III, collectively,

the “Brookwood Parties”). Certain terms used in this Agreement are defined in Section 7.

RECITALS

WHEREAS,

each Brookwood Party owns, directly or indirectly, outstanding limited liability company interests in BW Ultimate Parent, LLC, a Delaware

limited liability company (“Parent LLC”), which limited liability company interests constitute and are defined as

“Common Units” pursuant to the Third Amended and Restated Limited Liability Company Agreement of Parent LLC, dated as of

December 30, 2022, as such agreement may be further amended, restated, amended and restated, supplemented or otherwise modified

from time to time (the “LLC Agreement” and such limited liability company interests, the “Common Units”);

WHEREAS,

the Corporation is contemplating an offering and sale of the shares of Class A common stock, par value $0.0001 per share, of the

Corporation (the “Class A Common Stock”) in an underwritten initial public offering (the “IPO”)

and using a portion of the net proceeds received from the IPO to purchase Common Units;

WHEREAS,

pursuant to that certain Common Unit Subscription Agreement by and between the Corporation and Parent LLC, dated as of April 23,

2026 (the “Common Unit Subscription Agreement”), the Corporation will hold Common Units;

WHEREAS,

upon consummation of the transactions contemplated by the Common Unit Subscription Agreement, it is contemplated that the Corporation

will be admitted as a member, and appointed as the sole managing member of Parent LLC;

WHEREAS,

in connection with, and prior to, the consummation of the IPO, it is anticipated that the Brookwood Parties, the Corporation and certain

of their respective affiliates will enter into a series of related transactions pursuant to which the Brookwood Parties will become holders

of the Corporation’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”);

WHEREAS,

immediately following the consummation of the IPO, the Brookwood Parties (together with any Permitted Transferees of the Brookwood Parties,

in such capacity, the “Brookwood Related Parties”) will be the record holders of shares of Class A Common Stock

and Class B Common Stock;

WHEREAS,

in order to induce the Brookwood Parties (x) to approve the sale and issuance of Common Units by Parent LLC to the Corporation and

the appointment of the Corporation as the sole managing member of Parent LLC in connection with the IPO and (y) to take such other

actions as shall be necessary to effectuate the transactions contemplated by the IPO, the parties hereto desire to set forth their agreement

with respect to the matters set forth herein in connection with their respective investments in the Corporation.

NOW,

THEREFORE, in consideration of the covenants and agreements contained herein and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Corporation and the Brookwood Parties agree as follows:

Agreement

Section 1.               Election

of the Board of Directors.

(a)            Subject

to this Section 1(a), the Brookwood Parties shall be entitled to designate for nomination by the Corporation’s board

of directors (the “Board”) in any applicable election that number of individuals, which, assuming all such individuals

are successfully elected to the Board, when taken together with any incumbent Brookwood Director(s) not standing for election in

such year, would result in there being four (4) Brookwood Directors on the Board. To the extent possible, the Brookwood Directors

shall be apportioned among the three (3) classes of Directors as nearly equal in number as possible. The right of the Brookwood

Related Parties to designate the Brookwood Directors as set forth in this Section 1(a) shall be subject to the following:

(i) if at any time the Brookwood Related Parties beneficially own, directly or indirectly, in the aggregate less than thirty-five

percent (35%) but at least twenty-five percent (25%) or more of all issued and outstanding shares of Class A Common Stock (including

for this purpose the Underlying Class A Shares), the Brookwood Related Parties shall only be entitled to designate three (3) individuals

for nomination pursuant to the first sentence of this Section 1(a), and (ii) if at any time the Brookwood Related Parties

beneficially own, directly or indirectly, in the aggregate less than twenty-five percent (25%) but at least ten percent (10%) or more

of all issued and outstanding shares of Class A Common Stock (including for this purpose the Underlying Class A Shares), the

Brookwood Related Parties shall only be entitled to designate two (2) individuals for nomination pursuant to the first sentence

of this Section 1(a). The Brookwood Related Parties shall not be entitled to designate any individuals for nomination pursuant

to the first sentence of this Section 1(a) in accordance with this Section 1(a) if at any time the

Brookwood Related Parties beneficially own, directly or indirectly, in the aggregate less than ten percent (10%) of all issued and outstanding

shares of Class A Common Stock (including for this purpose Underlying Class A Shares).

(b)            Subject

to Section 1(a), the Brookwood Related Parties, solely in their capacity as stockholders of the Corporation, hereby agree

to vote, or cause to be voted, all outstanding shares of Class A Common Stock and Class B Common Stock, as applicable, held

by the Brookwood Related Parties (or any of their respective Permitted Transferees) at any annual or special meeting of stockholders

of the Corporation at which Directors of the Corporation are to be elected or removed, or to take all Necessary Action (including acting

by consent) to cause the election or removal of the Brookwood Directors as a Director, as provided herein.

Section 2.               Vacancies

and Replacements.

(a)            If

the number of Directors that the Brookwood Related Parties have the right to designate to the Board is decreased pursuant to Section 1(a) (each

such occurrence, a “Decrease in Designation Rights”), then:

(i)            unless

the Board (by a majority of all Directors) agree in writing that a Director or Directors shall not resign as a result of a Decrease in

Designation Rights, each of the Brookwood Related Parties shall use its reasonable best efforts to cause the appropriate number of Brookwood

Directors that the Brookwood Related Parties cease to have the right to designate for nomination as a Brookwood Director to tender his,

her or their resignation(s) from the Board within thirty (30) days from the date that the Brookwood Related Parties incurs a Decrease

in Designation Rights. In the event any such Brookwood Director does not resign as a Director by such time as is required by the foregoing,

the Brookwood Related Parties, as holders of Class A Common Stock and Class B Common Stock, the Corporation and the Board,

to the fullest extent permitted by law and, with respect to the Board, subject to its fiduciary duties to the Corporation’s stockholders,

shall thereafter take all Necessary Action, including voting in accordance with Section 1(b), to cause the removal of such

individual as a Director; and

(ii)            the

vacancy or vacancies created by such resignation(s) and/or removal(s) shall be filled with one or more Directors, as applicable,

designated by the Board upon the recommendation of the Nominating and Corporate Governance Committee, so long as it is established.

(b)            Other

than with respect to a Decrease in Designation Rights subject to Section 2(a), the Brookwood Related Parties shall have the

sole right to request that one or more of their designated Directors, as applicable, tender their resignations as Directors of the Board

(each, a “Removal Right”), in each case, with or without cause at any time, by sending a written notice to such Director

and the Corporation’s Secretary stating the name of the Director or Directors whose resignation from the Board is requested (the

“Resignation Request Notice”). If the Director subject to such Resignation Request Notice does not resign within thirty

(30) days from receipt thereof by such Director, the Brookwood Related Parties, as holders of Class A Common Stock and Class B

Common Stock, the Corporation and the Board, to the fullest extent permitted by law and, with respect to the Board, subject to its fiduciary

duties to the Corporation’s stockholders, shall thereafter take all Necessary Action, including voting in accordance with Section 1(b) to

cause the removal of such Director from the Board.

with respect to a Decrease in Designation Rights subject to Section 2(a), the Brookwood Related Parties shall have the exclusive

right to designate a replacement Director for nomination or election by the Board to fill vacancies created as a result of not designating

their Directors initially or by death, disability, retirement, resignation, removal (with or without cause) of their Directors, or otherwise

by designating a successor for nomination or election by the Board to fill the vacancy of their Directors created thereby on the terms

and subject to the conditions of Section 1.

Section 3.               Initial

Directors.

The initial Brookwood Directors

pursuant to Section 1(a) shall be Thomas W. Brown (each as a Class I Director), Greg M. Papazian (as a Class II

Director) and Thomas N. Trkla (as a Class III Director). Thomas N. Trkla shall serve as the initial Chairperson of the Board (as

defined in the Bylaws) for the initial term, in accordance with this Agreement and the Bylaws, after which the Chairperson of the Board

shall be determined in accordance with this Agreement and the Bylaws.

Section 4.               Rights

of the Brookwood Parties.

In addition to any voting

requirements contained in the organizational documents of the Corporation or any of its Subsidiaries, the Corporation shall not take,

and shall cause Parent LLC and its Subsidiaries not to take, any of the following actions (whether by merger, consolidation, conversion

or otherwise) without the prior written approval of each of the Brookwood Parties for as long as the Brookwood Related Parties beneficially

own, directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding shares of Class A Common

Stock (including for these purposes the Underlying Class A Shares):

(a)            any

transaction or series of related transactions, in each case, to the extent within the reasonable control of the Corporation, (i) in

which any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act (excluding

the Brookwood Related Parties and any “group” that includes the Brookwood Related Parties)) acquires, directly or indirectly,

in excess of fifty percent (50%) of the then outstanding shares of any class of capital stock (or equivalent) of the Corporation, Parent

LLC or any of their respective Subsidiaries (whether by merger, consolidation, sale or transfer of capital stock or partnership, membership

or other equity interests, tender offer, exchange offer, reorganization, recapitalization or otherwise) or (ii) following which

any “person” or “group” referred to in clause (i) hereof has the direct or indirect power to elect a majority

of the members of the Board or to replace the Corporation as the sole manager of Parent LLC (or to add another Person as a co-manager

of Parent LLC);

(b)            the

reorganization, recapitalization, voluntary bankruptcy, liquidation, dissolution or winding-up of the Corporation, Parent LLC or any

of their respective Subsidiaries;

sale, lease or exchange of all or substantially all of the property and assets of the Corporation and its Subsidiaries, taken as a whole;

(d)            any

actions (including, without limitation, any amendments, revolver drawings, repayments, and compliance report review) with

respect to the Corporation or its Subsidiaries’ debt capitalization (including, without limitation, any debt obligations outstanding

as of the date of this Agreement) in excess of five hundred million dollars ($500,000,000);

(e)            the

(i) resignation, replacement or removal of the Corporation as the sole manager of Parent LLC or (ii) appointment of any additional

Person as a manager of Parent LLC;

(f)            any

acquisition or disposition of assets of the Corporation or any of its Subsidiaries where the aggregate consideration for such assets

is greater than one hundred million dollars ($100,000,000) in any single transaction or series of related transactions, other than transactions

solely between or among the Corporation and/or one or more of the Corporation’s direct or indirect wholly owned subsidiaries;

(g)            the

creation of a new class or series of capital stock or equity securities of the Corporation, Parent LLC or any of their respective Subsidiaries;

(h)            any

issuance of additional shares of Class A Common Stock, Class B Common Stock, Preferred Stock or other equity securities of

the Corporation, Parent LLC or any of their respective Subsidiaries after the date hereof for gross proceeds in excess of five hundred

million dollars ($500,000,000), other than any issuance of additional shares of Class A Common Stock or other equity securities

of the Corporation or its Subsidiaries (i) under any stock option or other equity compensation plan of the Corporation or any of

its Subsidiaries approved by the Board or the compensation committee of the Board, (ii) pursuant to the exercise or conversion of

any options, warrants or other securities existing as of the date of this Agreement, or (iii) in connection with any redemption

of Common Units as set forth in the LLC Agreement;

(i)            any

amendment or modification of the organizational documents of the Corporation, Parent LLC or any of their respective Subsidiaries, other

than the LLC Agreement, which shall be subject to amendment or modification solely in accordance with the terms set forth therein, and

amendment or modification of the Bylaws of the Corporation by the stockholders;

(j)            entering

into, modifying, amending or terminating any material contract of the Corporation, Parent LLC or any of their respective Subsidiaries,

other than for such new contracts, modifications, amendments and terminations that are in the ordinary course of the Company’s

business consistent with past practice;

(k)           any

new joint venture with a non-affiliate third-party;

(l)             the

commencement, settlement or compromise by the Corporation, Parent LLC or any of their respective Subsidiaries, of any litigation, claim,

arbitration or other adversarial proceeding, governmental investigation, or proceeding involving an amount in dispute in excess of five

million dollars ($5,000,000); or

(m)          any

increase or decrease of the size of the Board.

Section 5.               Covenants

of the Corporation and the Brookwood Related Parties.

(a)            The

Board and the Corporation agree to use their reasonable best efforts take all Necessary Action (subject to the Board’s fiduciary

duties) to (i) cause the Board to be comprised of at least seven (7) Directors or such other number of Directors as the Board

may determine, subject to the terms of this Agreement, the Charter or the Bylaws of the Corporation; (ii) cause the individuals

designated in accordance with Section 1 to be included in the slate of nominees to be elected to the Board at the next annual

or special meeting of stockholders of the Corporation at which Directors are to be elected, in accordance with the Bylaws, Charter and

General Corporation Law of the State of Delaware and at each annual meeting of stockholders of the Corporation thereafter at which such

Director’s term expires; (iii) cause the individuals designated in accordance with Section 2(c) to fill the

applicable vacancies on the Board, in accordance with the Bylaws, Charter, Securities Laws, General Corporation Law of the State of Delaware

and the Nasdaq rules; (iv) cause a Brookwood Director to be the Chairperson of the Board and (v) to adhere to, implement and

enforce the provisions set forth in Section 4.

(b)            The

Brookwood Related Parties shall comply with the requirements of the Charter and Bylaws when designating and nominating individuals as

Directors, in each case, to the extent such requirements are applicable to Directors generally. Notwithstanding anything to the contrary

set forth herein, in the event that the Board determines, within sixty (60) days after compliance with the first sentence of this Section 5(b),

in good faith, after consultation with outside legal counsel, that its nomination, appointment or election of a particular Director designated

in accordance with Section 1 or Section 2, as applicable, would constitute a breach of its fiduciary duties to

the Corporation’s stockholders or does not otherwise comply with any requirements of the Charter, Bylaws or applicable Securities

Laws, then the Board shall inform the Brookwood Related Parties of such determination in writing and explain in reasonable detail the

basis for such determination and shall, to the fullest extent permitted by law, nominate, appoint or elect another individual designated

for nomination, election or appointment to the Board by the Brookwood Related Parties (subject to this Section 5(b)). The

Board and the Corporation shall, to the fullest extent permitted by law, take all Necessary Action (subject to the Board’s fiduciary

duties) required by this Section 5 with respect to the nomination, appointment or election of such substitute designees to

the Board.

Section 6.               Termination.

This Agreement shall terminate

upon the earliest to occur of any one of the following events:

(a)            the

Brookwood Related Parties ceasing to own any shares of Class A Common Stock or Class B Common Stock;

(b)            the

Brookwood Related Parties ceasing to have any Director designation rights under Section 1; and

unanimous written consent of the parties hereto.

For the avoidance of doubt,

the rights and obligations of the Brookwood Related Parties under this Agreement shall terminate upon the Brookwood Related Parties ceasing

to own any shares of Class A Common Stock or Class B Common Stock. Notwithstanding the foregoing, nothing in this Agreement

shall modify, limit or otherwise affect, in any way, any and all rights to indemnification, exculpation and/or contribution owed by any

of the parties hereto, to the extent arising out of or relating to events occurring prior to the date of termination of this Agreement

or the date the rights and obligations of such party under this Agreement terminates in accordance with this Section 6.

Section 7.               Definitions.

As used in this Agreement,

any term that it is not defined herein, shall have the following meanings:

“Board”

means the board of directors of the Corporation.

“Brookwood Director”

means any Director who had initially been designated nomination by the Brookwood Related Parties in accordance with Section 1(a).

“Bylaws”

means the amended and restated bylaws of the Corporation, dated as of the date hereof, as the same may be further amended, restated,

amended and restated or otherwise modified from time to time.

“Charter”

means the amended and restated certificate of incorporation of the Corporation, effective as of the date hereof, as the same may be further

amended, restated, amended and restated or otherwise modified from time to time.

“Director”

means a member of the Board.

“Necessary Action”

means, with respect to a specified result, all commercially reasonable actions required to cause such result that are within the power

of a specified Person, including (i) voting or providing a consent or proxy with respect to the equity securities owned by the Person

obligated to undertake the necessary action, (ii) causing any Director appointed or designated by, or affiliated with or employed

by, such specified Person to vote in favor of or consent to the specified result, (iii) voting in favor of the adoption of stockholders’

resolutions and amendments to the organizational documents of the Corporation, (iv) executing (or causing such Person’s employees

or representatives to execute) agreements and instruments, and (v) making, or causing to be made, with governmental, administrative

or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“Nominating and

Corporate Governance Committee” means the nominating and corporate governance committee of the Board or any committee of the

Board authorized to perform the function of recommending to the Board the nominees for election as Directors or nominating the nominees

for election as Directors.

“Permitted Transferees”

has the meaning set forth in the Charter.

“Person”

means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated

association, joint venture, governmental authority or other entity or organization, including a government or any subdivision or agency

thereof.

“Preferred Stock”

means the shares of preferred stock, par value $0.0001 per share, of the Corporation.

“Securities Laws”

means the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

“Subsidiary”

means with respect to any Person, any corporation, limited liability company, partnership, association, trust or other form of legal

entity, of which (a) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests

having by their terms voting power to elect a majority of the board of directors or others performing similar functions, or (b) such

first Person is a general partner or managing member (excluding partnerships in which such Person or any Subsidiary thereof does not

have a majority of the voting interests in such partnership).

“Underlying Class A

Shares” means all shares of Class A Common Stock issuable upon redemption of Common Units (including under the LLC Agreement),

assuming all such Common Units are redeemed for Class A Common Stock on a one-for-one basis.

Unless the context of this

Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number

also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby”

and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer

to the specified Article or Section of this Agreement; (v) the word “including” shall mean “including,

without limitation”; (vi) each defined term has its defined meaning throughout this Agreement, whether the definition of such

term appears before or after such term is used; and (vii) the word “or” shall be disjunctive but not exclusive. References

to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto. References to

statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including

all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

Section 8.               Choice

of Law and Venue; Waiver of Right to Jury Trial.

(a)            THIS

AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE. EACH OF

THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, THE NON-BREACHING PARTY WOULD BE IRREPARABLY

HARMED AND COULD NOT BE MADE WHOLE BY MONETARY DAMAGES, AND THAT, IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED

AT LAW OR IN EQUITY, THE PARTIES SHALL BE ENTITLED TO SUCH EQUITABLE OR INJUNCTIVE RELIEF AS MAY BE APPROPRIATE. THE CHOICE OF FORUM

SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OF A DELAWARE FEDERAL OR STATE COURT,

OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SUCH A JUDGMENT, IN ANY OTHER APPROPRIATE JURISDICTION.

(b)            IN

THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS

AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (1) AGREE

UNDER ALL CIRCUMSTANCES ABSOLUTELY AND IRREVOCABLY TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE,

OR IF (AND ONLY IF) SUCH COURT FINDS IT LACKS SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE (COMPLEX COMMERCIAL

DIVISION), OR IF UNDER APPLICABLE LAW, SUBJECT MATTER JURISDICTION OVER THE MATTER THAT IS THE SUBJECT OF THE ACTION OR PROCEEDING IS

VESTED EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE,

AND APPELLATE COURTS FROM ANY THEREOF, WITH RESPECT TO ALL ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE

TRANSACTIONS CONTEMPLATED HEREBY; (2) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT

AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH COURT DESCRIBED IN CLAUSE (1) OF THIS SECTION 8(B) AND TO SERVICE

OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS; (3) AGREE TO WAIVE TO THE FULL EXTENT

PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN

ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN ANY INCONVENIENT FORUM; (4) AGREE TO WAIVE ANY RIGHTS

TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT; (5) AGREE TO SERVICE OF PROCESS IN ANY LEGAL PROCEEDING

BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH HEREIN FOR COMMUNICATIONS TO SUCH PARTY; (6) AGREE THAT ANY

SERVICE MADE AS PROVIDED HEREIN SHALL BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (7) AGREE THAT NOTHING HEREIN SHALL

AFFECT THE RIGHTS OF ANY PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Section 9.               Notices.

Any notice, request, claim,

demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be

in writing and delivered personally or sent by facsimile, or by electronic mail, or first class mail, or by Federal Express or other

similar courier or other similar means of communication, as follows:

(a)            If

to the Brookwood Parties, addressed as follows:

Brookwood Financial Partners, LLC

138 Conant Street

Beverly, MA 01915

Attn: Thomas N. Trkla

Facsimile: 978-927-0499

E-mail: [***]

with a copy (which copy shall not constitute

notice) to:

Brookwood Financial Partners, LLC

138 Conant Street

Beverly, MA 01915

Attn: Legal Counsel

Facsimile: 978-927-0499

E-mail:

[***]

(b)            If

to the Corporation, addressed as follows:

Yesway, Inc.

2301 Eagle Parkway

Fort Worth, TX 76177

Attn: General Counsel

E-mail: [***]

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

Latham & Watkins LLP

1271 Avenue of the Americas

New York,

NY 10020

Attn: Ian Schuman, Stelios Saffos and Jonathan Solomon

Facsimile: (212) 751-4864

E-mail: [***]; [***]; [***]

or, in each case, to such other address or email

address as such party may designate in writing to each party by written notice given in the manner specified herein. All such communications

shall be deemed to have been given, delivered or made when so delivered by hand or sent by facsimile (with confirmed transmission), on

the next business day if sent by overnight courier service (with confirmed delivery) or when received if sent by first class mail, or

in the case of notice by electronic mail, when the relevant email enters the recipient’s server.

Section 10.             Assignment.

Except as otherwise provided

herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable

by the respective successors and permitted assigns of the parties hereto. This Agreement may not be assigned (by operation of law or

otherwise) without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents,

will be null and void; provided, however, that each of the Brookwood Related Parties is permitted to assign this Agreement

to its respective Permitted Transferees in connection with a permitted transfer thereto of Common Units, Class A Common Stock or

Class B Common Stock, as applicable. Furthermore, each of the Brookwood Related Parties shall cause any such Permitted Transferee

to become a party to this Agreement upon completion of any such permitted transfer.

Section 11.             Amendment

and Modification; Waiver.

This Agreement may not be

amended, modified, altered or supplemented except by means of a written instrument executed on behalf of each of the Corporation and

each Brookwood Party. No failure on the part of either party hereto to exercise any power, right, privilege or remedy under this Agreement,

and no delay on the part of either party hereto in exercising any power, right, privilege or remedy under this Agreement, shall operate

as a waiver thereof; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further

exercise thereof or of any other power, right, privilege or remedy. Except as otherwise provided in this Agreement, any failure of any

of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party or parties entitled

to the benefits thereof only by a written instrument signed by the party or parties granting such waiver, but such waiver or failure

to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel

with respect to, any subsequent or other failure.

Section 12.             Severability.

If any provision of this

Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or

unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other provision hereof

shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such Person or circumstance or in such jurisdiction

such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (iii) the application of

such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

Section 13.             Counterparts.

This Agreement may be executed

in any number of counterparts and signatures may be delivered by facsimile, each of which may be executed by less than all parties, each

of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one

instrument.

Section 14.             Further

Assurances.

At any time or from time

to time after the date hereof, the parties hereto agree to cooperate with each other, and at the request of any other party, to execute

and deliver any further instruments or documents and to take all such further action as any other party may reasonably request in order

to evidence or effectuate the provisions of this Agreement and to otherwise carry out the intent of the parties hereunder.

Section 15.             Titles

and Subtitles.

The descriptive headings

of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 16.             Representations

and Warranties.

(a)            Each

of the Brookwood Parties, and each Person who becomes a party to this Agreement after the date hereof, severally and not jointly and

solely with respect to itself, represents and warrants to the Corporation as of the time such party becomes a party to this Agreement

that (a) if applicable, it is duly authorized to execute, deliver and perform this Agreement; (b) this Agreement has been duly

executed by such party and is a valid and binding agreement of such party, enforceable against such party in accordance with its terms;

and (c) the execution, delivery and performance by such party of this Agreement does not violate or conflict with or result in a

breach of or constitute (or with notice or lapse of time or both constitute) a default under any agreement to which such party is a party

or, if applicable, the organizational documents of such party.

(b)            The

Corporation represents and warrants to each other party hereto that (a) the Corporation is duly authorized to execute, deliver and

perform this Agreement; (b) this Agreement has been duly authorized, executed and delivered by the Corporation and is a valid and

binding agreement of the Corporation, enforceable against the Corporation in accordance with its terms; and (c) the execution, delivery

and performance by the Corporation of this Agreement does not violate or conflict with or result in a breach by the Corporation of or

constitute (or with notice or lapse of time or both constitute) a default by the Corporation under the Charter or Bylaws, any existing

applicable law, rule, regulation, judgment, order, or decree of any governmental authority exercising any statutory or regulatory authority

of any of the foregoing, domestic or foreign, having jurisdiction over the Corporation or any of its Subsidiaries or any of their respective

properties or assets, or any agreement or instrument to which the Corporation or any of its Subsidiaries is a party or by which the Corporation

or any of its Subsidiaries or any of their respective properties or assets may be bound.

Section 17.              No

Strict Construction.

This Agreement shall be deemed

to be collectively prepared by the parties hereto, and no ambiguity herein shall be construed for or against any party based upon the

identity of the author of this Agreement or any provision hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be executed on the day and year first above written.

YESWAY, INC.

By:

/s/ Thomas N. Trkla

Name:

Thomas N. Trkla

Title:

President and Chief Executive Officer

[Signature Page to Stockholders Agreement]

BW Gas &

Convenience Aggregator, L.P.

BY:

BW Gas & Convenience

Fund GP, LLC, Its General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

BW Gas &

Convenience Aggregator II, L.P.

BY:

BW Gas & Convenience

Fund II GP, LLC, Its General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

BW Gas &

Convenience Aggregator III, L.P.

BY:

BW Gas & Convenience

Fund III GP, LLC, Its General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Stockholders Agreement]

BW Gas &

Convenience Offshore Fund, L.P.

BY:

BW Gas & Convenience

Fund GP, LLC, Its General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

BW Gas &

Convenience Offshore Fund II, L.P.

BY:

BW Gas & Convenience

Fund II GP, LLC, Its General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

BW Gas &

Convenience Offshore Fund III, L.P.

BY:

BW Gas & Convenience

Fund III GP, LLC, Its General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

BW Gas &

Convenience FUND GP, LLC

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Stockholders Agreement]

BW Gas &

Convenience FUND II GP, LLC

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

BW Gas &

Convenience FUND III GP, LLC

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Stockholders Agreement]

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: tm2527636d21_ex10-4.htm · Sequence: 7

Exhibit 10.4

Execution Version

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS

AGREEMENT (this “Agreement”) is made as of April 21, 2026 by and among Yesway, Inc., a Delaware corporation

(the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof

(such Persons, collectively, the “Holders”).

RECITALS

WHEREAS, the Corporation

is contemplating an offer and sale of its shares of Class A common stock, par value $0.0001 per share (the “Class A

Common Stock” and such shares, the “Shares”), to the public in an underwritten initial public

offering (the “IPO”);

WHEREAS, the Corporation

desires to use a portion of the net proceeds from the IPO to purchase Common Units (as defined below) of BW Ultimate Parent, LLC, a Delaware

limited liability company (the “LLC Company”), and the LLC Company desires to issue its Common Units to the

Corporation in exchange for such portion of the net proceeds from the IPO;

WHEREAS, immediately prior

to or simultaneously with the purchase by the Corporation of the Common Units, the Corporation, the LLC Company and the Holders and certain

other parties will enter into that certain Fourth Amended and Restated Limited Liability Company Agreement of the LLC Company (such agreement,

as it may be amended, restated, amended and restated, supplemented or otherwise modified form time to time, the “LLC Agreement”);

WHEREAS, in connection with

the closing of the IPO, (i) the Corporation will become the sole managing member of the LLC Company, (ii) under the LLC Agreement,

the equity interests held by the Holders and the other equity owners in the LLC Company prior to such time will be cancelled and new

Common Units (as defined in the LLC Agreement, the “Common Units”) of the LLC Company will be issued, (iii) each

Holder will become a non-managing member of the LLC Company but otherwise continue to hold Common Units in the LLC Company, and (iv) in

consideration of the Corporation acquiring the Common Units and becoming the managing member of the LLC Company and for other good consideration,

the LLC Company has provided the Holders with a redemption right pursuant to which the Holders can redeem their Common Units for, at

the Corporation’s option, shares of Class A Common Stock or cash on the terms set forth in the LLC Agreement; and

WHEREAS, in connection with

the IPO and the transactions described above, the Corporation has agreed to grant to the Holders certain rights with respect to the registration

of the Registrable Securities (as defined below) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration

of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties to this Agreement hereby agree as follows:

Section 1.                Definitions.

For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1:

“Acquired

Common” has the meaning set forth in Section 15.

“Additional

Holder” has the meaning set forth in Section 15, and shall be deemed to include each such Person’s Affiliates,

immediate family members, heirs, successors and assigns who may succeed to such Person as a Holder hereunder.

“Adverse Disclosure”

means public disclosure of material non-public information which, in the Board’s judgment, after consultation with outside legal

counsel to the Corporation, (i) would be required to be made in any report or Registration Statement filed with the SEC by the Corporation

so that such report or Registration Statement would not be materially misleading; (ii) would not be required to be made at such

time but for the filing, effectiveness or continued use of such report or Registration Statement; and (iii) the Corporation has

a bona fide business purpose for not disclosing publicly at such time.

“Affiliate”

of any Person means any other Person controlled by, controlling or under common control with such Person; provided that the Corporation

and its Subsidiaries shall not be deemed to be Affiliates of any Holder. As used in this definition, “control” (including,

with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall

mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership

of securities, by contract or otherwise).

“Affiliate Transferee”

means, with respect to any Person, any Transferee that is an Affiliate of such Person.

“Agreement”

has the meaning set forth in the recitals.

“Automatic Shelf

Registration Statement” shall have the meaning set forth in Rule 405.

“Board”

means the board of directors of the Corporation.

“Brookwood”

means Brookwood Financial Partners, LLC, a Delaware limited liability company, certain funds affiliated with Brookwood Financial Partners,

LLC and other entities over which Brookwood Financial Partners, LLC has voting control.

“Brookwood Holders”

means the entities designated as Brookwood Holders on the Schedule of Holders (the “Brookwood Members”), any

Affiliate of the Brookwood Members, any of its Affiliate Transferees and any Affiliate Transferee of any of the foregoing.

“Business

Day” means any day of the year on which national banking institutions in New York are open to the public for conducting

business and are not required or authorized to close.

“Capital

Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents

in capital stock of such corporation (whether voting or nonvoting and whether common or preferred), (ii) with respect to any Person

that is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other

equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of, or the distribution

of assets of the issuing Person, and (iii) any and all warrants, rights (including conversion and exchange rights) and options to

purchase any security described in the clause (i) or (ii) above.

“Class A

Common Stock” has the meaning set forth in the recitals.

“Class B

Common Stock” means the Corporation’s Class B common stock, par value $0.0001 per share.

“Common

Units” has the meaning set forth in the recitals.

“Corporation”

has the meaning set forth in the recitals.

“Demand Delay”

has the meaning set forth in Section 3(a).

“Demand Period”

has the meaning set forth in Section 3(c).

“Demand

Registration” has the meaning set forth in Section 3(a).

“Eligible Demand

Participation Holders” means each of the Brookwood Holders and any other Holders that the Brookwood Holders have designated

as Eligible Demand Participation Holders.

“Eligible Take-Down

Holders” means each of the Brookwood Holders and any other Holders that the Brookwood Holders have designated as Eligible

Take-Down Holders, in each case, to the extent it is a Shelf Holder.

“Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor federal law

then in force, together with all rules and regulations promulgated thereunder.

“FINRA”

means the Financial Industry Regulatory Authority.

“Free

Writing Prospectus” means a free-writing prospectus, as defined in Rule 405.

“Holder”

has the meaning set forth in the recitals, and shall be deemed to include their respective Affiliates, immediate family members, heirs,

successors and assigns who may succeed to such Person as a Holder hereunder or who may join as party to this Agreement as an Additional

Holder.

“Indemnified

Party” has the meaning set forth in Section 7(b).

“Indemnifying

Party” has the meaning set forth in Section 7(b).

“Initiating Holder”

means one or more Brookwood Holders, or any Brookwood Affiliate Transferee to whom a Brookwood Holder has transferred rights pursuant

to Section 9 below, acting pursuant to Section 2(d) and Section 3(a).

“IPO”

has the meaning set forth in the recitals.

“Joinder”

has the meaning set forth in Section 15.

“LLC

Agreement” has the meaning set forth in the recitals.

“LLC

Company” has the meaning set forth in the recitals.

“Majority Holders”

has the meaning set forth in Section 2(d).

“Marketed”

means an Underwritten Shelf Take-Down that involves the use or involvement of a customary “road show” (including an “electronic

road show”) or other substantial marketing effort by underwriters over a period of at least 48 hours.

“Marketed

Underwritten Shelf Take-Down” has the meaning set forth in Section 2(d).

“MNPI”

means material non-public information within the meaning of Regulation FD promulgated under the Exchange Act.

“Non-Marketed”

means an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down.

“Opt-Out Request”

has the meaning set forth in Section 17(c).

“Permitted Transferee”

shall have the meaning set forth in the LLC Agreement.

“Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Prospectus”

means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective

amendments, and all other material incorporated by reference in such prospectus.

“Public

Offering” means any sale or distribution to the public of Capital Stock of the Corporation pursuant to an offering

registered under the Securities Act, whether by the Corporation, by Holders and/or by any other holders of the Corporation’s Capital

Stock.

“register”,

“registered” and “registration” means a registration effected pursuant to a registration

statement filed with the SEC (the “Registration Statement”) in compliance with the Securities Act, and the

declaration or ordering by the SEC of the effectiveness of such Registration Statement.

“Registrable

Securities” means (i) any Class A Common Stock issued by the Corporation in a Share Settlement in connection

with (x) the redemption by the LLC Company of Common Units owned by any Holders or (y) at the election of the Corporation,

in a direct exchange for Common Units owned by any Holder, in each case in accordance with the terms of the LLC Agreement, (ii) any

Capital Stock of the Corporation or of any Subsidiary of the Corporation issued or issuable with respect to the securities referred to

in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation

or other reorganization, and (iii) any other Shares owned, directly or indirectly, by Holders. As to any particular Registrable

Securities owned by any Person, such securities shall cease to be Registrable Securities (a) on the date such securities have been

sold or distributed pursuant to a Public Offering, (b) on the date such securities have been sold in compliance with Rule 144

following the consummation of the IPO, (c) on the date such securities have been repurchased by the Corporation or a Subsidiary

of the Corporation or (d) on the date the Holder which, together with his, her or its Permitted Transferees, beneficially owns less

than one percent (1%) of the Capital Stock of the Corporation that is outstanding at such time and such Holder is able to dispose of

all of its Registrable Securities pursuant to Rule 144 in a single transaction without volume limitation or other restrictions on

transfer thereunder (subject to the demand rights of any Initiating Holder in Section 3(a)) and the Corporation has delivered an

opinion of counsel reasonably satisfactory to the transfer agent of the Corporation’s equity securities certifying that such Registrable

Securities may be so sold. For purposes of this Agreement, a Person shall be deemed to be a Holder, and the Registrable Securities shall

be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon

conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon

the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise

the rights of a holder of Registrable Securities hereunder; provided a holder of Registrable Securities may only request that

Registrable Securities in the form of Capital Stock of the Corporation that is registered or to be registered as a class under Section 12

of the Exchange Act be registered pursuant to this Agreement. For the avoidance of doubt, while Common Units and shares of Class B

Common Stock may constitute Registrable Securities, under no circumstances shall the Corporation be obligated to register Common Units

or shares of Class B Common Stock, and only Shares issuable upon redemption or exchange of Common Units will be registered.

“Registration

Expenses” means any and all expenses incident to the performance by the Corporation of its obligations under this Agreement,

including (i) all SEC or stock exchange registration and filing fees (including, if applicable, the fees and expenses of any “qualified

independent underwriter,” as such term is defined in Rule 5121 of FINRA (or any successor provision), and of its counsel),

(ii) all fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters

in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses,

(iv) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and

all rating agency fees, (v) the fees and disbursements of counsel for the Corporation and of its independent public accountants,

including the expenses of any special audits and/or comfort letters required by or incident to such performance and compliance, (vi) any

fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including liability insurance if the

Corporation so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection

with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any, (vii) the reasonable

fees and out-of-pocket expenses of one counsel for the Brookwood Holders, (viii) the costs and expenses of the Corporation relating

to analyst and investor presentations or any “road show” undertaken in connection with the registration and/or marketing

of the Registrable Securities (including Expenses incurred by the Brookwood Holders in connection therewith) and (ix) any other

fees and disbursements customarily paid by the issuers of securities.

“Restricted Shelf

Take-Down” has the meaning set forth in Section 2(d).

“Restricted Shelf

Take-Down Notice” has the meaning set forth in Section 2(d).

“Restricted Take-Down

Selling Holders” has the meaning set forth in Section 2(d).

“Rule 144,”

“Rule 158,” “Rule 405” and “Rule 415” mean,

in each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the same shall be amended

from time to time, or any successor rule then in force.

“Schedule

of Holders” means the schedule attached to this Agreement entitled “Schedule of Holders,” which shall

reflect each Holder from time to time party to this Agreement.

“Securities

Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor federal law then in force,

together with all rules and regulations promulgated thereunder.

“SEC”

means the Securities and Exchange Commission.

“Share

Settlement” shall have the meaning set forth in the LLC Agreement.

“Shares”

has the meaning set forth in the recitals.

“Shelf Holder”

means any Holder that owns Registrable Securities that have been registered on a Shelf Registration Statement.

“Shelf

Registration Notice” has the meaning set forth in Section 2(a).

“Shelf

Registration Statement” means a Registration Statement of the Corporation filed with the SEC on Form S-3 for

an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be

adopted by the SEC) covering the Registrable Securities, as applicable.

“Shelf Take-Down”

means any offering or sale of Registrable Securities initiated by an Initiating Holder pursuant to a Shelf Registration Statement.

“Shelf Take-Down

Initiating Holder” has the meaning set forth in Section 2(d).

“Shelf

Suspension” has the meaning set forth in Section 2(c).

“Subsidiary”

means, with respect to the Corporation, any corporation, limited liability company, partnership, association or other business entity

of which (i) if a corporation, a majority of the total voting power of Capital Stock of such Person entitled (without regard to

the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by

the Corporation, or (ii) if a limited liability company, partnership, association or other business entity, either (x) a majority

of the Capital Stock of such Person entitled (without regard to the occurrence of any contingency) to vote in the election of managers,

general partners or other oversight board vested with the authority to direct management of such Person is at the time owned or controlled,

directly or indirectly, by the Corporation or (y) the Corporation or one of its Subsidiaries is the sole manager or general partner

of such Person.

“Take-Down Participation

Notice” has the meaning set forth in Section 2(d).

“Take-Down Tagging

Holders” has the meaning set forth in Section 2(d).

“Third Party

Holder” means any holder (other than a Holder) of Shares who exercises contractual rights to participate in a registered

offering of Shares.

“Third Party

Shelf Holder” means any Third Party Holders whose Registrable Securities are registered on a Shelf Registration Statement

on which Registrable Securities of the Holders are also registered.

“Transferee”

means any Person to whom any Holder directly or indirectly transfers Registrable Securities in accordance with the terms hereof.

“Underwritten

Shelf Take-Down” has the meaning set forth in Section 2(d).

“Underwritten

Shelf Take-Down Notice” has the meaning set forth in Section 2(d).

“WKSI”

means a “well-known seasoned issuer” as defined under Rule 405.

Section 2.                Shelf

Registration.

(a)            Filing.

Subject to the Corporation’s rights under Section 2(c), for so long as the Initiating Holder holds any Registrable Securities,

the Corporation hereby agrees that it shall, upon request by the Initiating Holder, upon the Corporation becoming eligible to file and

use a Shelf Registration Statement, use its reasonable best efforts to (i) file a Shelf Registration Statement (which Shelf Registration

Statement shall be designated by the Corporation as an Automatic Shelf Registration Statement if the Corporation is a WKSI at the time

of filing such Shelf Registration Statement with the SEC), as will permit or facilitate the sale and distribution of all Registrable

Securities owned by the Holders (or such lesser amount of the Registrable Securities of any Holder as such Holder shall request to the

Corporation in writing), and (ii) cause such Shelf Registration Statement to become effective as promptly as reasonably practicable

after the Company becomes eligible to file and use a Shelf Registration Statement. No later than ten (10) Business Days prior to

the filing of such Shelf Registration Statement, the Corporation shall give written notice to all Holders (a “Shelf Registration

Notice”) of the anticipated date of the filing of such Shelf Registration Statement. If the Corporation is permitted by

applicable law, rule or regulation to add selling securityholders or additional Registrable Securities, as applicable, to a Shelf

Registration Statement without filing a post-effective amendment, a Holder that requested that not all of its Registrable Securities

be included in a Shelf Registration Statement that is currently effective may request the inclusion of such Holder’s Registrable

Securities (such amount not in any event to exceed the total Registrable Securities owned by such Holder) in such Shelf Registration

Statement at any time or from time to time, and the Corporation shall add such Registrable Securities to the Shelf Registration Statement

as promptly as reasonably practicable, and such Holder shall be deemed a Shelf Holder. The Corporation shall also use its reasonable

best efforts to file any replacement or additional Shelf Registration Statement and use reasonable best efforts to cause such replacement

or additional Shelf Registration Statement to become effective prior to the expiration of the initial Shelf Registration Statement filed

pursuant to this Section 2(a).

(b)            Continued

Effectiveness. The Corporation shall use its reasonable best efforts to keep such Shelf Registration Statement filed pursuant to

this Section 2 hereof, including any replacement or additional Shelf Registration Statement, continuously effective under the Securities

Act in order to permit the Prospectus forming a part thereof to be usable by the Shelf Holders until the earlier of (i) the date

as of which all Registrable Securities registered by such Shelf Registration Statement have been sold or cease to be Registrable Securities

and (ii) such shorter period as the Initiating Holders may determine.

of Filing or Registration. If the Corporation shall furnish to the Holders (if a Shelf Registration Statement has not yet become

effective) or the Shelf Holders (after a Shelf Registration Statement has become effective), a certificate signed by the chief executive

officer or other senior executive of the Corporation, stating that the filing, effectiveness or continued use of the Shelf Registration

Statement would require the Corporation to make an Adverse Disclosure, then the Corporation shall have a period of not more than sixty

(60) days or such longer period as the applicable Initiating Holder shall consent to in writing, within which to delay the filing or

effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has

been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf

Suspension”); provided, however, that, unless consented to in writing by the applicable Initiating Holder, the Corporation

shall not be permitted to exercise in any twelve (12) month period (i) more than two (2) Shelf Suspensions pursuant to this

2(c) and Demand Delays pursuant to Section 3(a)(ii) in the aggregate or (ii) aggregate Shelf Suspensions pursuant

to this Section 2(c) and Demand Delays pursuant to Section 3(a)(ii) of more than one hundred twenty (120) days. Each

Holder shall keep confidential the fact that a Shelf Suspension is in effect, the certificate referred to above and its contents for

the permitted duration of the Shelf Suspension or until otherwise notified by the Corporation, except (A) for disclosure to such

Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential,

(B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed

to keep such information confidential and (C) as required by law, rule or regulation. In the case of a Shelf Suspension that

occurs after the effectiveness of the Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus

for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable

Securities, upon receipt of the certificate referred to above. The Corporation shall immediately notify the Holders or Shelf Holders,

as applicable, upon the termination of any Shelf Suspension, and (i) in the case of a Shelf Registration Statement that has not

been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have

such Shelf Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Shelf Registration

Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior

to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or

supplemented as the Shelf Holders may reasonably request. The Corporation agrees, if necessary, to supplement or make amendments to the

Shelf Registration Statement if required by the registration form used by the Corporation for the shelf registration or by the instructions

applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably

be requested by the Shelf Holders of a majority of the Registrable Securities then outstanding.

(d)            Shelf

Take-Downs.

(i)             Generally.

Subject to the terms and provisions of this Agreement, for so long as the Initiating Holder (the “Shelf Take-Down Initiating

Holder”) may initiate a Shelf Take-Down pursuant to this Section 2(d), at the option of such Shelf Take-Down Initiating

Holder, such Shelf Take-Down (a) may be in the form of an Underwritten Shelf Take-Down or a Shelf Take-Down that is not an Underwritten

Shelf Take-Down and (b) in the case of an Underwritten Shelf Take-Down, may be Non-Marketed or Marketed, in each case, as shall

be specified in the written demand delivered by the Shelf Take-Down Initiating Holder to the Corporation pursuant to the provisions of

this Section 2(d). Notwithstanding anything contained in this Section 2(d), no Shelf Take-Down Initiating Holder, other than

the Brookwood Holders, shall have the right to initiate a Shelf Take-Down if such Shelf Take-Down Initiating Holder could sell or otherwise

distribute its Registrable Securities pursuant to Rule 144 promulgated under the Securities Act in a single transaction without

any volume or manner of sale limitations.

(ii)            Underwritten

Shelf Take-Downs.

(a)            A

Shelf Take-Down Initiating Holder may elect in a written demand delivered to the Corporation (an “Underwritten Shelf Take-Down

Notice”) for any Shelf Take-Down that it has initiated (including any Restricted Shelf Take-Down) to be in the form of

an underwritten offering (an “Underwritten Shelf Take-Down”), and the Corporation shall, if so requested, file

and effect an amendment or supplement of the Shelf Registration Statement for such purpose as soon as practicable but in no event later

than twenty (20) days after the delivery of such Underwritten Shelf Take-Down Notice; provided, that any such Underwritten Shelf Take-Down

must involve the offer and sale by such Shelf Take-Down Initiating Holders of Registrable Securities having a reasonably anticipated

net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least $50,000,000 unless such Underwritten

Shelf Take-Down is for all of the Registrable Securities then held by the Initiating Holders and their respective Permitted Transferees

(in which case there is no minimum other than the inclusion of all of such Registrable Securities). The Shelf Holders that own a majority

of the Registrable Securities to be offered for sale in such Underwritten Shelf Take-Down shall have the right to select the underwriter

or underwriters to administer such Underwritten Shelf Take-Down; provided, that such underwriter or underwriters shall be reasonably

acceptable to the Corporation.

(b)            With

respect to any Underwritten Shelf Take-Down (including any Marketed Underwritten Shelf Take-Down), in the event that a Shelf Holder otherwise

would be entitled to participate in such Underwritten Shelf Take-Down pursuant to Section 2(d)(iii) or Section 2(d)(iv),

as the case may be, the right of such Shelf Holder to participate in such Underwritten Shelf Take-Down shall be conditioned upon such

Shelf Holder’s right of participation in such underwriting and the inclusion of such Shelf Holder’s Registrable Securities

in the underwriting to the extent provided and requested herein. The Corporation shall, together with all Shelf Holders and Third Party

Shelf Holders of Registrable Securities of the Corporation proposing to distribute their securities through such Underwritten Shelf Take-Down,

enter into an underwriting agreement in customary form with the underwriter or underwriters selected in accordance with Section 2(d)(ii)(a).

Notwithstanding any other provision of this Section 2, if the underwriter shall advise the Corporation that marketing factors (including

an adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten

in a Underwritten Shelf Take-Down, then the Corporation shall so advise all Shelf Holders and Third Party Shelf Holders of Registrable

Securities that have requested to participate in such Underwritten Shelf Take-Down, and the number of Registrable Securities that may

be included in such Underwritten Shelf Take Down shall be allocated first pro rata among such Shelf Holders and second pro rata among

the Third Party Shelf Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held

by such Shelf Holders and Third Party Shelf Holders at the time of such Underwritten Shelf Take-Down; provided, that any Registrable

Securities thereby allocated to a Shelf Holder or Third Party Shelf Holder that exceeds such Shelf Holder’s or Third Party Shelf

Holder’s request shall be reallocated among the remaining Shelf Holders and Third Party Shelf Holders in like manner. No Registrable

Securities excluded from an Underwritten Shelf Take-Down by reason of the underwriter’s marketing limitation shall be included

in such underwritten offering.

(iii)           Marketed

Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate

in such notice that it delivers to the Corporation pursuant to Section 2(d)(ii) whether it intends for such Underwritten Shelf

Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Marketed

Underwritten Shelf Take-Down shall be deemed to be, for purposes of Section 3(a), a Demand Registration. Upon receipt of an Underwritten

Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Corporation

shall promptly (but in any event no later than 5:00 p.m., New York City time, on (x) the second trading day prior to the date on

which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for the

Marketed Underwritten Shelf Take-Down is expected to be finalized and (y) the second trading day prior to the date on which the

pricing of the relevant a Marketed Underwritten Shelf Take-Down occurs) give written notice of such Marketed Underwritten Shelf Take-Down

to all other Eligible Take-Down Holders of Registrable Securities under such Shelf Registration Statement and any such Eligible Take-Down

Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing by 5:00 p.m., New York City time,

on the earlier of (I) the trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to

be used in connection with pre-pricing marketing efforts for the relevant Marketed Underwritten Shelf Take-Down is expected to be finalized

and (II) the trading day prior to the date on which the pricing of the relevant Marketed Underwritten Shelf Take-Down occurs. Each

such Eligible Take-Down Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down

subject to the terms and conditions of Section 2(d)(ii).

(iv)           Non-Marketed

Underwritten Shelf Take-Downs and Non-Underwritten Shelf Take-Downs.

(a)            Any

Shelf Take-Down Initiating Holder may initiate a (x) Non-Marketed Underwritten Shelf Take-Down or a (y) Shelf Take-Down that

is not an Underwritten Shelf Take-Down (a Shelf Take-Down referred to in (x) or (y) is referred to as a “Restricted

Shelf Take-Down”) by providing written notice thereof to the Corporation and, to the extent required by Section 2(d)(iv)(b),

all other Eligible Take-Down Holders; provided, that any such Restricted Shelf Take-Down must involve the offer and sale by such Shelf

Take-Down Initiating Holders of Registrable Securities having a reasonably anticipated net aggregate offering price (after deduction

of underwriter commissions and offering expenses) of at least $15,000,000, unless such Restricted Shelf Take-Down is for all of the Registrable

Securities then held by the Initiating Holders and their respective Permitted Transferees (in which case there is no minimum other than

the inclusion of all of such Registrable Securities). Any notice delivered pursuant to the immediately preceding sentence shall include

(i) the total number of Registrable Securities expected to be offered and sold in such Shelf Take-Down and (ii) the expected

timing and plan of distribution of such Shelf Take-Down. For the avoidance of doubt, an Eligible Take-Down Holder that is not a Shelf

Take-Down Initiating Holder cannot initiate an Underwritten Shelf Take-Down.

(b)            With

respect to each Restricted Shelf Take-Down, the Shelf Take-Down Initiating Holder initiating such Restricted Shelf Take-Down shall provide

written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the Corporation

and all other Eligible Take-Down Holders promptly (but in any event no later than 5:00 p.m., New York City time two (2) Business

Days prior to the completion of such Restricted Shelf Take-Down) which Restricted Shelf Take-Down Notice shall set forth (w) the

total number of Registrable Securities expected to be offered and sold in such Restricted Shelf Take-Down, (x) the expected timing

and plan of distribution of such Restricted Shelf Take-Down, (y) an invitation to each Eligible Take-Down Holder to elect (such

Eligible Take-Down Holders who make such an election being “Take-Down Tagging Holders” and, together with the

Shelf Take-Down Initiating Holders and all other Persons (other than any Affiliates of the Shelf Take-Down Initiating Holders) who otherwise

are Transferring, or have exercised a contractual or other right to Transfer, Registrable Securities in connection with such Restricted

Shelf Take-Down, the “Restricted Take-Down Selling Holders”) to include in the Restricted Shelf Take-Down Registrable

Securities held by such Take-Down Tagging Holder (but subject to Section 2(d)(ii)(b)) and (z) the action or actions required

(including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to each Eligible Take-Down Holder that

elects to exercise such right (including the delivery of one or more stock certificates representing Registrable Securities of such Eligible

Take-Down Holder to be sold in such Restricted Shelf Take-Down).

delivery of a Restricted Shelf Take-Down Notice, each Eligible Take-Down Holder may elect to sell Registrable Securities in such Restricted

Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for

the Registrable Securities as agreed to by the Shelf Take-Down Initiating Holders, by sending an irrevocable written notice (a “Take-Down

Participation Notice”) to the Shelf Take-Down Initiating Holders within the time period specified in such Restricted Shelf

Take-Down Notice, indicating his, her or its election to sell up to the number of Registrable Securities in the Restricted Shelf Take-Down

specified by such Eligible Take-Down Holder in such Take-Down Participation Notice (but, in all cases, subject to Section 2(d)(ii)(b)).

Following the time period specified in such Restricted Shelf Take-Down Notice, each Take-Down Tagging Holder that has delivered a Take-Down

Participation Notice shall be permitted to sell in such Restricted Shelf Take-Down on the terms and conditions set forth in the Restricted

Shelf Take-Down Notice, concurrently with the Shelf Take-Down Initiating Holders and the other Restricted Take-Down Selling Holders,

the number of Registrable Securities calculated pursuant to Section 2(d)(ii)(b). For the avoidance of doubt, it is understood that

in order to be entitled to exercise his, her or its right to sell Registrable Securities in a Restricted Shelf Take-Down pursuant to

this Section 2(d)(iv), each Take-Down Tagging Holder must agree to make the same representations, warranties, covenants, indemnities

and agreements, if any, as the Shelf Take-Down Initiating Holders agree to make in connection with the Restricted Shelf Take-Down, with

such additions or changes as are required of such Take-Down Tagging Holder by the underwriters.

(d)            Notwithstanding

the delivery of any Restricted Shelf Take-Down Notice, for the first two (2) years following the consummation of the IPO, (i) all

determinations as to whether to complete any Restricted Shelf Take-Down and as to the timing of such Restricted Shelf Take-Down shall

be at the sole discretion of the Brookwood Holders and (ii) all determinations with respect to the manner, price and other terms

and conditions of any Restricted Shelf Take-Down shall be at the sole discretion of the Shelf Holders that own a majority of the Registrable

Securities to be offered for sale in such Restricted Shelf Take-Down (the “Majority Holders”) (after reasonable

consultation with the Brookwood Holders to the extent the Brookwood Holders are participating therein and are not the Majority Holders).

Following the two (2) year anniversary of the consummation of the IPO and notwithstanding the delivery of any Restricted Shelf Take-Down

Notice, all determinations with respect to the manner, price and other terms and conditions of any Restricted Shelf Take-Down shall be

at the sole discretion of the Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Restricted

Shelf Take-Down. Each of the Eligible Take-Down Holders agrees to reasonably cooperate with each Shelf Take-Down Initiating Holder and

each other Eligible Take-Down Holder to establish notice, delivery and documentation procedures and measures to facilitate such other

Eligible Take-Down Holder’s participation in future potential Restricted Shelf Take-Downs pursuant to this Section 2(d)(v)(a).

(e)            Notwithstanding

anything herein to the contrary, for any Shelf Take-Downs that do not constitute Restricted Shelf Take-Downs, all determinations as to

the timing, manner, price and other terms and conditions of any Shelf Take-Downs that do not constitute Restricted Shelf Take-Downs shall

be at the sole discretion of the Shelf Holders that own a majority of the Registrable Securities to be offered for sale in such Shelf

Take-Down (after reasonable consultation with the Brookwood Holders to the extent the Brookwood Holders are participating therein and

are not the Holders that own a majority of the Registrable Securities to be offered for sale in such Shelf Take-Down).

Section 3.                Demand

Registration; Restrictions on Registered Offerings.

(a)            Holders’

Demand for Registration. If, following the consummation of the IPO, the Corporation shall receive a written demand from the Brookwood

Holders that the Corporation effect any registration other than a shelf registration or a Shelf Take-Down (a “Demand Registration”)

of Registrable Securities held by such Holder(s) having a reasonably anticipated net aggregate offering price (after deduction of

underwriter commissions and offering expenses) of at least, in the case of a Demand Registration, $50,000,000 unless such registration

is for all of the Registrable Securities then held by the Initiating Holders and their respective Permitted Transferees (in which case

there is no minimum other than the inclusion of all of such Registrable Securities), the Corporation shall:

(i)             promptly

(but in any event within ten (10) days prior to the date such registration becomes effective under the Securities Act) give written

notice of the proposed registration to all other Eligible Demand Participation Holders; and

(ii)            use

its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution

of all or such portion of such Initiating Holder(s)’ Registrable Securities as are specified in such demand, together with all

or such portion of the Registrable Securities of any other Eligible Demand Participation Holders joining in such demand as are specified

in a written demand received by the Corporation within five (5) days after such written notice is given; provided, that the Corporation

shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3 (but shall be

obligated to continue to prepare such Registration Statement or other disclosure document) if the Corporation shall furnish to such Eligible

Demand Participation Holders a certificate signed by the chief executive officer or equivalent senior executive of the Corporation, stating

that the filing or effectiveness of such Registration Statement would require the Corporation to make an Adverse Disclosure, in which

case the Corporation shall have an additional period (each, a “Demand Delay”) of not more than sixty (60) days

(or such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however,

that, unless consented to in writing by the Initiating Holders, the Corporation shall not exercise, in any twelve (12) month period,

(x) more than two (2) Demand Delays pursuant to this Section 3(a)(ii) and Shelf Suspensions pursuant to 2(c) in

the aggregate or (y) aggregate Demand Delays pursuant to this Section 3(a)(ii) and Shelf Suspensions pursuant to Section 2(c) of

more than one hundred twenty (120) days. Each Eligible Demand Participation Holder shall keep confidential the fact that a Demand Delay

is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified

by the Corporation, except (A) for disclosure to such Eligible Demand Participation Holder’s employees, agents and professional

advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required

in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as

required by law.

(b)            Underwriting.

If the Initiating Holder(s) intend to distribute the Registrable Securities covered by their demand by means of an underwritten

offer, they shall so advise the Corporation as part of their demand made pursuant to this Section 3, and the Corporation shall include

such information in the written notice referred to in Section 3(a)(i). In such event, the right of any Holder to registration pursuant

to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s

Registrable Securities in the underwriting to the extent provided herein. The Corporation shall, together with all holders of Registrable

Securities of the Corporation proposing to distribute their securities through such underwriting, enter into an underwriting agreement

in customary form with the underwriter or underwriters selected by the Initiating Holder owning a majority of the Registrable Securities

to be offered for sale in such underwriting by the Initiating Holders and reasonably satisfactory to the Corporation. Notwithstanding

any other provision of this Section 3, if the underwriter shall advise the Corporation that marketing factors (including an adverse

effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten, then the

Corporation shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number

of Registrable Securities that may be included in the registration and underwriting shall be allocated pro rata among such Holders and

other holders of Registrable Securities exercising a contractual right pursuant to this Section 3 to dispose of Registrable Securities

in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such

persons at the time of filing the Registration Statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s

marketing limitation shall be included in such registration. If the underwriter has not limited the number of Registrable Securities

to be underwritten, the Corporation may include securities for its own account (or for the account of any other Persons) in such registration

if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited. The per security offering price

in a Demand Registration shall be determined by the holder of the majority of the Registrable Securities included in such registration.

Registration. The Corporation shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such

registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter

period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if

such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriters,

a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer (the applicable

period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during

the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other

governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection

with such registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting

agreement by a participating Holder.

Section 4.                Piggyback

Registration.

(a)            If

at any time or from time to time the Corporation shall determine to register any of its equity securities, either for its own account

or for the account of security holders (other than (1) in a registration relating solely to employee benefit plans, (2) a Registration

Statement on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (3) a registration

pursuant to which the Corporation is offering to exchange its own securities for other securities, (4) a Registration Statement

relating solely to dividend reinvestment or similar plans, (5) a Shelf Registration Statement pursuant to which only the initial

purchasers and subsequent transferees of debt securities of the Corporation or any Subsidiary that are convertible for shares of Class A

Common Stock or for Common Units and that are initially issued pursuant to Rule 144A and/or Regulation S (or any successor provision)

of the Securities Act may resell such notes and sell the shares of Class A Common Stock or the Common Units into which such notes

may be converted or (6) a registration pursuant to Section 2 or Section 3 hereof) the Corporation shall:

(i)             promptly

(but in no event less than ten (10) days before the effective date of the relevant Registration Statement) give notice to each of

the Holders; and

(ii)            include

in such registration (and any related qualification under state securities laws or other compliance), and in any underwriting involved

therein, all the Registrable Securities specified in a written request or requests made within five (5) days after receipt of such

written notice from the Corporation by any Holder except as set forth in Section 4(b) below.

(b)            Underwriting.

If the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation

shall so advise the Holders as a part of the written notice given pursuant to Section 4(a)(i). In such event the right of any Holder

to registration pursuant to this Section 4 shall be conditioned upon such Holder’s participation in such underwriting and

the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing

to dispose of their Registrable Securities through such underwriting, together with the Corporation and the other parties distributing

their securities through such underwriting, shall enter into an underwriting agreement in customary form with the underwriter or underwriters

selected for such underwriting by the Corporation. Notwithstanding any other provision of this Section 4, if the underwriters shall

advise the Corporation that marketing factors (including, without limitation, an adverse effect on the per security offering price) require

a limitation of the number of Registrable Securities to be underwritten, then the Corporation may limit the number of Registrable Securities

to be included in the registration and underwriting, subject to the terms of this Section 4. The Corporation shall so advise all

Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable Securities that

may be included in the registration and underwriting shall be allocated in the following manner: first, to the Corporation and second,

to the Holders and other holders of Registrable Securities exercising a contractual right pursuant to this Section 4 to dispose

of Registrable Securities in such underwriting on a pro rata basis based on the total number of Registrable Securities held by such persons;

provided, that any Registrable Securities thereby allocated to any such person that exceed such person’s request shall be reallocated

among the remaining requesting Holders and other requesting holders of Registrable Securities in like manner. No such reduction shall

(i) reduce the securities being offered by the Corporation for its own account to be included in the registration and underwriting,

or (ii) reduce the amount of securities of the selling Holders included in the registration to below twenty-five percent (25%) of

the total amount of Class A Common Stock included in such registration, unless such offering does not include Class A Common

Stock of any other selling security holders, in which event any or all of the Registrable Securities of the Holders may be excluded in

accordance with the immediately preceding sentence. No securities excluded from the underwriting by reason of the underwriter’s

marketing limitation shall be included in such registration. For the avoidance of doubt, nothing in this Section 4(b) is intended

to diminish the number of securities to be included by the Corporation in the underwriting.

to Terminate Registration. The Corporation shall have the right to terminate or withdraw any registration initiated by it under this

Section 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Section 5.                Expenses

of Registration. All Registration Expenses incurred in connection with all registrations effected pursuant to Section 2, Section 3

or Section 4, shall be borne by the Corporation; provided, however, that the Corporation shall not be required to pay stock transfer

taxes, underwriters’ discounts or selling commissions relating to Registrable Securities; provided, further, that the Registration

Expenses incurred by the Holders (except for the Brookwood Holders) which are to be borne by the Corporation shall be limited to the

Registration Expenses incurred in connection with registrations effected pursuant to Section 2(d)(iii) and Section 3 only.

Section 6.                Obligations

of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation

shall, as expeditiously as reasonably possible:

(a)            prepare

and file with the SEC a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause

such Registration Statement to become effective, and keep such Registration Statement effective for (x) the lesser of one hundred

eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period

as may be prescribed herein;

(b)            prepare

and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such

Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities

Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods

of disposition by sellers thereof set forth in such Registration Statement;

any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation

to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material,

furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included;

(d)            furnish

to the Holders such numbers of copies of the Registration Statement and the related Prospectus, including all exhibits thereto and documents

incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other

documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(e)            in

the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary

form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and

perform its obligations under such an agreement;

(f)            notify

each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received

by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority

for amendments or supplements to such Registration Statement or such prospectus or for additional information;

(g)            notify

each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required

to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration

Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated

therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(h)            upon

the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to

the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein

by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being

sold thereunder, such Registration Statement will not include an untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements therein not misleading;

(i)             notify

each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is

received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement

or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or

the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification

of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(j)            use

its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of

any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal

of any such order as soon as practicable;

(k)            make

available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution

pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and

other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the

Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter,

attorney, accountant or agent in connection with such Registration Statement;

(l)             use

its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration

Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable

Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United

States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other

things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and

Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction

where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction

where it is not then so subject;

(m)           obtain

for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion

or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten

offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably

satisfactory to such holders or underwriters, as the case may be, and their respective counsel;

(n)            in

the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable

Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants

in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters

reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting

agreement;

(o)            use

its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities

exchange or automated quotation system on which the Shares are then listed;

(p)            provide

and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement

from and after a date not later than the effective date of such Registration Statement;

(q)            cooperate

with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation

and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated

form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request

at least two (2) Business Days prior to any sale of Registrable Securities;

(r)            use

its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable,

an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated

thereunder; and

(s)            in

the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road

show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate

in each proposed offering contemplated herein and customary selling efforts related thereto.

Section 7.                Indemnification.

(a)            The

Corporation shall, and does hereby undertake to, indemnify and hold harmless each Holder of Registrable Securities and each of such Holder’s

officers, managers, trustees, employees, partners, managers, members, equityholders, beneficiaries, affiliates and agents and each Person,

if any, who controls such Holder, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange

Act, with respect to any registration, qualification, compliance or sale effected pursuant to this Agreement, and each underwriter, if

any, and each Person who controls any underwriter, of the Registrable Securities held by or issuable to such Holder, against all claims,

losses, damages and liabilities (or actions in respect thereto) to which they may become subject under the Securities Act, the Exchange

Act, or other federal or state law arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material

fact contained in any prospectus, offering circular, Free Writing Prospectus or other similar document (including any related Registration

Statement, notification, or the like) incident to any such registration, qualification, compliance or sale effected pursuant to this

Agreement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading in light of the circumstances in which they were made, (B) any violation or alleged

violation by the Corporation of any federal, state or common law rule or regulation applicable to the Corporation in connection

with any such registration, qualification, compliance or sale, or (C) any failure to register or qualify Registrable Securities

in any state where the Corporation or its agents have affirmatively undertaken or agreed in writing (including pursuant to Section 6(l))

that the Corporation (the undertaking of any underwriter being attributed to the Corporation) shall undertake such registration or qualification

on behalf of the Holders of such Registrable Securities (provided, that in such instance the Corporation shall not be so liable if it

has undertaken its reasonable best efforts to so register or qualify such Registrable Securities) and shall reimburse, as incurred, each

such Holder, each such underwriter and each such manager, officer, trustee, employee, partner, manager, member, equityholder, beneficiary,

affiliate, agent and controlling person, for any legal and any other expenses reasonably incurred in connection with investigating or

defending any such claim, loss, damage, liability or action; provided, that the Corporation shall not be liable in any such case to the

extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission made in

reliance and in conformity with written information furnished to the Corporation by such Holder or underwriter expressly for use therein.

(b)            Each

Holder (if Registrable Securities held by or issuable to such Holder are included in such registration, qualification, compliance or

sale pursuant to this Agreement) does hereby undertake to indemnify and hold harmless, severally and not jointly, the Corporation, each

of its officers, managers, employees, equityholders, affiliates and agents and each Person, if any, who controls the Corporation within

the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each underwriter, if any, and each

Person who controls any underwriter, of the Corporation’s securities covered by such a Registration Statement, and each other Holder,

each of such other Holder’s officers, managers, employees, partners, equityholders, affiliates and agents and each Person, if any,

who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against

all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged

untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular, Free Writing Prospectus

or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading in light of the circumstances in which they were made, and shall reimburse, as incurred,

the Corporation, each such underwriter, each such other Holder, and each such officer, manager, trustee, employee, partner, equityholder,

beneficiary, affiliate, agent and controlling person of the foregoing, for any legal or any other expenses reasonably incurred in connection

with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent,

that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, prospectus,

offering circular, Free Writing Prospectus or other document, in reliance upon and in conformity with written information that (i) relates

to such Holder in its capacity as a selling security holder and (ii) was furnished to the Corporation by such Holder expressly for

use therein; provided, however, that the aggregate liability of each Holder hereunder shall be limited to the gross proceeds after underwriting

discounts and commissions received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

It is understood and agreed that the indemnification obligations of each Holder pursuant to any underwriting agreement entered into in

connection with any Registration Statement shall be limited to the obligations contained in this Section 7(b).

Each party entitled to indemnification

under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide such

indemnification (the “Indemnifying Party”) of any claim as to which indemnification may be sought promptly

after such Indemnified Party has actual knowledge thereof, and shall permit the Indemnifying Party to assume the defense of any such

claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such

claim or litigation, shall be subject to approval by the Indemnified Party (whose approval shall not be unreasonably withheld), and the

Indemnified Party may retain its own counsel at the Indemnifying Party’s expense if (i) representation of such Indemnified

Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented

by such counsel in such proceeding and (ii) if the Indemnified Party shall have reasonably concluded that there may be legal defenses

available to it that are different from or in addition to those available to the Indemnifying Party; and provided, further, that the

failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under

this Section 7, except to the extent that such failure to give notice materially prejudices the Indemnifying Party in the defense

of any such claim or any such litigation. An Indemnifying Party, in the defense of any such claim or litigation, may, without the consent

of each Indemnified Party, consent to entry of any judgment or enter into any settlement that (i) includes as a term thereof the

giving by the claimant or plaintiff therein to such Indemnified Party of an unconditional release from all liability with respect to

such claim or litigation and (ii) does not include any recovery (including any statement as to or an admission of fault, culpability

or a failure to act by or on behalf of such Indemnified Party) other than monetary damages, and provided that any sums payable in connection

with such settlement are paid in full by the Indemnifying Party.

order to provide for just and equitable contribution in case indemnification is prohibited or limited by law, the Indemnifying Party,

in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result

of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying

Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages or liabilities, as well as

any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined

by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of material fact

or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying

Party or Indemnified Party, and such Person’s relative intent, knowledge, access to information and opportunity to correct or prevent

such actions; provided, however, that, in any case, (i) no Holder will be required to contribute any amount in excess of the gross

proceeds after underwriting discounts and commissions received by such Holder upon the sale of the Registrable Securities giving rise

to such contribution obligation and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of

the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(d)            The

indemnities provided in this Section 7 shall survive the Transfer of any Registrable Securities by such Holder.

Section 8.                Information

by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Corporation such information

regarding such Holder or Holders and the distribution proposed by such Holder or Holders as the Corporation may reasonably request in

writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

Section 9.                Transfer

of Registration Rights. Any Holder may assign or otherwise convey the rights contained in Section 2, Section 3 and Section 4

hereof to cause the Corporation to register the Registrable Securities and comply with its other obligations hereunder if, after such

assignment or conveyance, the applicable transferee holds at least 5% of the outstanding Class A Common Stock (assuming redemption

and exchange of all Common Units held other than by the Corporation for shares of Class A Common Stock).

Section 10.              Delay

of Registration. No Holder shall have any right to obtain, and hereby waives any right to seek, an injunction restraining or otherwise

delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation

of this Agreement.

Section 11.              Limitations

on Subsequent Registration Rights. From and after the date of this Agreement, the Corporation shall not, without the prior written

consent of the Brookwood Holders, enter into any agreement with any holder or prospective holder of any securities of the Corporation

that would allow such holder or prospective holder to (i) require the Corporation to effect a registration or (ii) include

any securities in any registration filed under Section 2, Section 3 and Section 4 hereof.

Section 12.              Rule 144

Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that may

permit the sale of the Registrable Securities to the public without registration, the Corporation, following the IPO, agrees to use its

reasonable best efforts to:

(a)            make

and keep current public information available, within the meaning of Rule 144 (or any similar or analogous rule) promulgated under

the Securities Act, at all times after it has become subject to the reporting requirements of the Exchange Act;

(b)            file

with the SEC, in a timely manner, all reports and other documents required of the Corporation under the Securities Act and Exchange Act

(after it has become subject to such reporting requirements); and

long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request: (i) a written statement by the

Corporation as to its compliance with the reporting requirements of said Rule 144 (at any time commencing ninety (90) days after

the effective date of the first registration filed by the Corporation for an offering of its securities to the general public), the Securities

Act and the Exchange Act (at any time after it has become subject to such reporting requirements); (ii) a copy of the most recent

annual or quarterly report of the Corporation; and (iii) such other reports and documents as a Holder may reasonably request in

availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

Section 13.              “Market

Stand Off” Agreement. Each Holder hereby agrees that with respect to underwritten offerings only (other than the IPO), such

period beginning seven (7) days immediately preceding and ending no more than ninety (90) days following the effective date of a

registration statement of the Corporation (or, in the case of an Underwritten Shelf Take-Down, following the date of the filing or effectiveness

of a preliminary prospectus or prospectus supplement relating to such underwritten offering (or if there is no such filing, the first

contemporaneous press release announcing commencement of such underwritten offering)) or such shorter period as the applicable Initiating

Holder may agree to with the underwriter or underwriters of such underwritten offering (provided, that, in each case, such period shall

not exceed forty five (45) days following such effective date, date of filing, effectiveness or first contemporaneous press release without

the prior written consent of the Brookwood Holders), such Holder or its Affiliates shall not sell, pledge, hypothecate, transfer, make

any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (other than to donees who agree

to be similarly bound) any Registrable Securities held by it at any time during such period except Registrable Securities included in

such registration. Each Holder agrees that it shall deliver to the underwriter or underwriters for any offering to which this Section 13

applies a customary agreement (with customary terms, conditions and exceptions) that is substantially similar to the agreement delivered

to the underwriter or underwriters as the agreements delivered by each of the Brookwood Holders reflecting its agreement set forth in

this Section 13.

Section 14.              Termination

of Registration Rights. The rights of any particular Holder to cause the Corporation to register securities under Section 2,

Section 3 or Section 4 hereof shall terminate as to any Holder on the date that such Holder no longer beneficially owns any

Registrable Securities.

Section 15.              Additional

Parties; Joinder. Subject to the prior written consent of each Holder, the Corporation may make any Person who acquires Class A

Common Stock or rights to acquire Class A Common Stock from the Corporation after the date hereof (including without limitation

any Person who acquires Common Units) a party to this Agreement (each such Person, an “Additional Holder”)

and to succeed to all of the rights and obligations of a Holder under this Agreement by obtaining an executed joinder to this Agreement

from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Upon the execution

and delivery of a Joinder by such Additional Holder, the Class A Common Stock of the Corporation acquired by such Additional Holder

or issuable upon redemption or exchange of Common Units acquired by such Additional Holder (the “Acquired Common”)

shall be Registrable Securities to the extent provided herein, such Additional Holder shall be a Holder under this Agreement with respect

to the Acquired Common, and the Corporation shall add such Additional Holder’s name and address to the Schedule of Holders and

circulate such information to the parties to this Agreement.

Section 16.              Transfer

of Registrable Securities. No assignment or transfer of any Holder’s rights, duties and obligations hereunder shall be binding

upon or obligate the Corporation, and no Transferee shall be deemed a Holder hereunder, unless and until the Corporation shall have received

a Joinder, duly executed by such Transferee, agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer

of any Holder’s rights, duties and obligations hereunder in violation of any provision of this Agreement shall be void, and the

Corporation, in its sole discretion, may refuse to acknowledge or sign any Joinder entered into in violation of any provision of this

Agreement.

Section 17.              MNPI

Provisions.

(a)            Each

Holder acknowledges that the provisions of this Agreement that require communications by the Corporation or other Holders to such Holder

may result in such Holder and its Representatives (as defined below) acquiring MNPI (which may include, solely by way of illustration,

the fact that an offering of the Corporation’s securities is pending or the number of Corporation securities to be offered by,

or the identity of, the selling Holders).

(b)            Each

Holder agrees that it will maintain the confidentiality of such MNPI and, to the extent such Holder is not a natural person, such confidential

treatment shall be in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered

to such Holder (“Policies”); provided that a holder may deliver or disclose MNPI to (i) its directors,

officers, employees, agents, attorneys, members, affiliates and financial and other advisors (collectively, the “Representatives”),

but solely to the extent such disclosure reasonably relates to its evaluation of exercise of its rights under this Agreement and the

sale of any Registrable Securities in connection with the subject of the notice, (ii) any federal or state regulatory authority

having jurisdiction over such Holder, (iii) any Person if necessary to effect compliance with any law, rule, regulation or order

applicable to such Holder, (iv) in response to any subpoena or other legal process, or (v) in connection with any litigation

to which such Holder is a party; provided further, that in the case of clause (i), the recipients of such MNPI are subject to

the Policies or agree to hold confidential the MNPI in a manner substantially consistent with the terms of this Section 17 and that

in the case of clauses (ii) through (v), such disclosure is required by law and such Holder shall promptly notify the Corporation

of such disclosure to the extent such Holder is legally permitted to give such notice.

Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential Public

Offering), to elect to not receive any notice that the Corporation or any other Holders otherwise are required to deliver pursuant to

this Agreement by delivering to the Corporation a written statement signed by such Holder that it does not want to receive any notices

hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement

the Corporation and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided

to Holders hereunder to the extent that the Corporation or such other Holders reasonably expect would result in a Holder acquiring MNPI.

An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely. A Holder

who previously has given the Corporation an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability

of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts

to minimize the administrative burden on the Corporation arising in connection with any such Opt-Out Requests.

Section 18.              General

Provisions.

(a)            Amendments

and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified, terminated or waived

only with the prior written consent of the Corporation and the Brookwood Holders; provided that no such amendment, modification,

termination or waiver that would materially and adversely affect a Holder in a manner materially different than any other Holder (provided

that the accession by Additional Holders to this Agreement pursuant to Section 15 shall not be deemed to adversely affect any Holder),

shall be effective against such Holder without the consent of such Holder that is materially and adversely affected thereby. The failure

or delay of any Person to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions

and shall not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance with its

terms. A waiver or consent to or of any breach or default by any Person in the performance by that Person of his, her or its obligations

under this Agreement shall not be deemed to be a consent or waiver to or of any other breach or default in the performance by that Person

of the same or any other obligations of that Person under this Agreement.

(b)            Remedies.

The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or

other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights

existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money

damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder,

any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction

(without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable

law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable

law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect the validity, legality

or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement shall

be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never

been contained herein.

(d)            Entire

Agreement. Except as otherwise provided herein, this Agreement contains the complete agreement and understanding among the parties

hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations

by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

(e)            Successors

and Assigns. This Agreement shall bind and inure to the benefit and be enforceable by the Corporation and its successors and assigns

and the Holders and their respective successors and assigns (whether so expressed or not). In addition, whether or not any express assignment

has been made, the provisions of this Agreement which are for the benefit of Holders are also for the benefit of, and enforceable by,

any subsequent or successor Holder.

(f)            Notices.

Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing and

shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail

or facsimile if sent during normal business hours of the recipient but, if not, then on the next Business Day, (iii) one (1) Business

Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three (3) Business Days

after it is mailed to the recipient by first class mail, return receipt requested. Such notices, demands and other communications shall

be sent to the Corporation at the address specified below and to any party subject to this Agreement at such address as indicated on

the Schedule of Holders, or at such address or to the attention of such other Person as the recipient party has specified by prior written

notice to the sending party. Any party may change such party’s address for receipt of notice by providing prior written notice

of the change to the sending party as provided herein. The Corporation’s address is:

Yesway, Inc.

2301 Eagle Parkway

Fort Worth, TX 76177

Attn: General Counsel

With a copy to:

Latham & Watkins LLP

1271 Avenue of Americas

New York, NY 10020

Attn: Ian D. Schuman, Esq., Stelios G. Saffos, Esq. and Drew Capurro, Esq.

Facsimile: (212) 751-4864

or to such other address or to the attention

of such other Person as the recipient party has specified by prior written notice to the sending party.

(g)            Business

Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period

shall automatically be extended to the immediately following Business Day.

(h)            Governing

Law. All issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement and the exhibits

and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect

to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would

cause the application of the laws of any jurisdiction other than the State of New York.

(i)             MUTUAL

WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER

HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING

RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(j)             CONSENT

TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL

COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY AND COUNTY OF NEW YORK BOROUGH OF MANHATTAN, FOR THE PURPOSES OF ANY SUIT,

ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH

OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S

RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS

TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES

NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT

FORUM.

(k)            No

Recourse. Notwithstanding anything to the contrary in this Agreement, the Corporation and each Holder agrees and acknowledges that

no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement, shall be had against any

current or future director, officer, employee, general or limited partner or member of any Holder or of any Affiliate or assignee thereof,

whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other

applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise

be incurred by any current or future officer, agent or employee of any Holder or any current or future member of any Holder or any current

or future director, officer, employee, partner or member of any Holder or of any Affiliate or assignee thereof, as such for any obligation

of any Holder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on,

in respect of or by reason of such obligations or their creation.

(l)             Descriptive

Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part

of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

(m)           No

Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express

their mutual intent, and no rule of strict construction shall be applied against any party.

(n)            Counterparts.

This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but

all such counterparts taken together shall constitute one and the same agreement.

(o)            Electronic

Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith

or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means of

a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail (including

any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures

and Records Act or other applicable law, e.g., www.docusign.com) shall be treated in all manner and respects as an original agreement

or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered

in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute

original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the

use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted

or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract

and each such party forever waives any such defense.

(p)            Further

Assurances. In connection with this Agreement and the transactions contemplated hereby, each Holder shall execute and deliver any

additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the

provisions of this Agreement and the transactions contemplated hereby.

(q)            No

Inconsistent Agreements. The Corporation shall not hereafter enter into any agreement with respect to its securities which is inconsistent

with or violates the rights granted to the Holders in this Agreement.

* * * * *

IN WITNESS WHEREOF, the parties

have executed this Registration Rights Agreement as of the date first written above.

YESWAY,

INC.

By:

/s/ Thomas N. Trkla

Name:

Thomas N. Trkla

Title:

Chief Executive Officer

[Signature Page to Registration Rights

Agreement]

GAS & CONVENIENCE AGGREGATOR, L.P.

By: BW Gas & Convenience Fund GP, LLC

Its: General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

GAS & CONVENIENCE AGGREGATOR II, L.P.

By: BW Gas & Convenience Fund II GP, LLC

Its: General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

GAS & CONVENIENCE AGGREGATOR III, L.P.

By: BW Gas & Convenience Fund III GP, LLC

Its: General Partner

By:

/s/ Thomas W. Brown

Name:

Thomas W. Brown

Title:

Manager

[Signature Page to Registration Rights

Agreement]

SCHEDULE OF HOLDERS

Holder

Holder Affiliation

BW GAS & CONVENIENCE AGGREGATOR, LP

Brookwood Holder

BW GAS & CONVENIENCE AGGREGATOR II, LP

Brookwood Holder

BW GAS & CONVENIENCE AGGREGATOR III, LP

Brookwood Holder

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering

this Joinder pursuant to the Registration Rights Agreement dated as of April 21, 2026 (as the same may hereafter be amended, the

“Registration Rights Agreement”), among Yesway, Inc., a Delaware corporation (the

“Corporation”), and the other persons named as parties therein.

By executing and delivering this Joinder to the

Corporation, and upon acceptance hereof by the Corporation upon the execution of a counterpart hereof, the undersigned hereby agrees

to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement as a Holder of Registrable

Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s

shares of Class A Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent

provided therein. The Corporation is directed to add the address below the undersigned’s signature on this Joinder to the Schedule

of Holders attached to the Registration Rights Agreement.

Accordingly, the undersigned has executed and

delivered this Joinder as of the day of _______________, 20__.

Signature

of Stockholder

Name of Stockholder

Its:

Address:

Agreed and Accepted as of _______________, 20__

Yesway, Inc.

By:

Name:

Its: