EXCHANGE AGREEMENT (this Agreement), dated as of [ ], 2019, among Alight Inc., a Delaware corporation, Tempo Holding Company, LLC, a Delaware limited liability company, and the holders, other than the Corporation, of LLC Units (as defined herein) from time to time party hereto.
WHEREAS, the parties hereto desire to provide for the exchange of LLC Units for shares of Class A Common Stock (as defined herein), on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.1. Definitions
The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.
Agreement has the meaning set forth in the preamble of this Agreement.
Blackstone Parties has the meaning set forth in the LLC Agreement.
Business Day means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.
Class A Common Stock means the Class A common stock, par value $0.01 per share, of the Corporation.
Code means the Internal Revenue Code of 1986, as amended.
Corporation means Alight Inc., a Delaware corporation, and any successor thereto.
Exchange has the meaning set forth in Section 2.1(a) of this Agreement.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Exchange Rate means, at any time, the number of shares of Class A Common Stock for which an LLC Unit is entitled to be exchanged at such time. On the date of this Agreement, the Exchange Rate shall be 1 for 1, subject to adjustment pursuant to Section 2.4 of this Agreement.
Exchanging LLC Unitholder means an LLC Unitholder initiating an Exchange.
IPO means the initial public offering and sale of the companys Class A Common Stock.