Common use of Classes of Units Clause in Contracts

Classes of Units. Each Member shall hold an Interest. Each Member’s Interest shall be denominated in Units, and the relative rights, privileges, preferences and obligations with respect to each Member’s Interest shall be determined under this Agreement and the Act to the extent herein provided based upon the number and the class of Units held by such Member with respect to its Interest. The total number of Units which the LLC initially shall have authority to issue is One Million One Hundred Forty-Three Thousand One Hundred and Thirty-Seven (1,143,137), divided into two (2) classes: Five Hundred Eighty-Three Thousand (583,000) Class A Units and Five Hundred Sixty Thousand One Hundred and Thirty-Seven (560,137) Class B Units. The Class A Units and Class B Units shall be identical and of equal rank, except with respect to voting rights as provided below. The number and class of Units held by each Member on the Effective Date is set forth opposite each Member’s name on the Information Exhibit. On the date hereof, the total number of Units set forth on the Information Exhibit (comprising all the Class A Units and Class B Units) are issued and outstanding. A description of the classes of Units are as follows: (a) Class A Units (Voting). “Class A Units” shall consist of those Units designated as Class A Units held by the Members listed on the Information Exhibit as holding Class A Units. Class A Units shall have all the rights, privileges, preferences and obligations as are specifically provided for in this Agreement for Class A Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. On the Effective Date, Class A Units are issued and are outstanding as set forth on Exhibit A.

Classes of Units. Each The Company shall have three classes of Units: (a) Class A Units, which shall be held by the Managing Member and only by the Managing Member; (b) Class B Units, which shall hold an Interestbe held by the Class B Members and only by the Class B Members and (c) Class B-1 Units, which shall be held by the Class B-1 Members and only by the Class B-1 Members. An Employee Member who holds Class B Units and Class B-1 Units shall be both a Class B Member and a Class B-1 Member. The Class B Units may be vested or unvested and, except as expressly provided herein, any reference to Class B Units shall be a reference to vested and unvested Class B Units. Except as provided in this Agreement, (i) vested and unvested Class B Units shall share equally in rights to allocations and distributions by the Company; (ii) vested Class B Units may be exchanged pursuant to Exhibit B and unvested Class B Units may not be so exchanged; (iii) unvested Class B Units shall vest pursuant to the provisions of Section 6.02; and (iv) vested and unvested Class B Units may be forfeited by a Class B Member under the circumstances and in the number set forth in this Agreement. The Class B-1 Units may be vested or unvested and, except as expressly provided herein, any reference to Class B-1 Units shall be a reference to vested and unvested Class B-1 Units. Except as provided in this Agreement, (i) vested and unvested Class B-1 Units shall share equally in rights to allocations and distributions by the Company; (ii) vested Class B-1 Units may be exchanged pursuant to Exhibit D and unvested Class B-1 Units may not be so exchanged; (iii) unvested Class B-1 Units shall vest DB1/ 109886103.10 pursuant to the provisions of Section 6.02; and (iv) vested and unvested Class B-1 Units may be forfeited by a Class B-1 Member under the circumstances and in the number set forth in this Agreement. Each Member’s Interest Class B-1 Unit shall be denominated identical to all other Class B-1 Units in Unitsall respects (other than with respect to differences relating to the terms and conditions of such Units imposed under the applicable Plan or any related Award Agreement or relating to Section 3.03(d), the Threshold Value of any such Class B-1 Unit, or as otherwise determined necessary, in the sole judgment of the Managing Member, to ensure that such Class B-1 Unit is a Profits Interest) and shall entitle the relative holder thereof to the rights, privilegesinterests, preferences and obligations with respect to each Member’s Interest shall be determined under privileges of a holder of a Class B-1 Unit as set forth in this Agreement (and in the applicable Plan and the Act Award Agreement pursuant to the extent herein provided based upon the number and the class of Units held by which such Member with respect to its InterestClass B-1 Unit is or was issued). The total number of Class B-1 Units which the LLC initially Company shall have authority to issue is One Million One Hundred Forty-Three Thousand One Hundred and Thirty-Seven (1,143,137), divided into two (2) classes: Five Hundred Eighty-Three Thousand (583,000) Class A Units and Five Hundred Sixty Thousand One Hundred and Thirty-Seven (560,137) Class B Unitsshall be set forth in the applicable Plan. The Class A Units and Class B B-1 Units shall be identical issued only pursuant to awards granted under the applicable Plan and of equal rank, except with respect pursuant to voting rights Award Agreements in a form approved by the Managing Member. Except as expressly provided below. The number and class of Units held by each Member on in the Effective Date is set forth opposite each Member’s name on the Information Exhibit. On the date hereofAct or in this Agreement, the total number Class B-1 Members are not entitled to vote, and the consent, approval or agreement of Units set forth on the Information Exhibit (comprising all the Class A Units and Class B Units) are issued and outstanding. A description of B-1 Members is not required, on any matter presented to the classes of Units are as follows: (a) Class A Units (Voting). “Class A Units” shall consist of those Units designated as Class A Units held by the Members listed on the Information Exhibit as holding Class A Units. Class A Units shall have all the rights, privileges, preferences and obligations as are specifically provided for in this Agreement for Class A Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. On the Effective Date, Class A Units are issued and are outstanding as set forth on Exhibit A.Members.

Classes of Units. Each Member shall hold an InterestThere are three classes of Units designated “Class A Units” (the “Class A Units”), “Class B Units” (the “Class B Units”) and “Class C Units” (the “Class C Units”). Each Member’s Interest Subject to the terms and conditions of Articles III and IV hereof, the LLC is authorized to issue up to ten thousand (10,000) Units in the aggregate, divided as follows: (i) seven hundred fifty (750) Units shall be denominated in Class A Units, and the relative rights, privileges, preferences and obligations with respect to each Member’s Interest shall be determined under this Agreement and the Act to the extent herein provided based upon the number and the class of Units held by such Member with respect to its Interest. The total number of Units which the LLC initially shall have authority to issue is One Million One Hundred Forty-Three Thousand One Hundred and Thirty-Seven seven hundred fifty (1,143,137), divided into two (2) classes: Five Hundred Eighty-Three Thousand (583,000750) Class A Units shall be issued and Five Hundred Sixty Thousand One Hundred outstanding and Thirtyowned by the Class A Members as of the Contribution Time, (ii) two thousand one hundred twenty-Seven five (560,1372,125) Units shall be Class B Units. The Class A Units and , of which two thousand one hundred twenty-five (2,125) Class B Units shall be identical issued and outstanding and owned by the Class B Members as of equal rankthe Contribution Time, except with respect to voting rights and (iii) seven thousand one hundred twenty-five (7,125) Units shall be Class C Units, of which seven thousand one hundred twenty-five (7,125) Class C Units shall be issued and outstanding and owned by the Class C Members as provided belowof the Contribution Time. The number parties hereto agree that, notwithstanding anything to the contrary in this Agreement, the LLC is not and class shall not be authorized to issue additional classes of Units held or additional Class A, Class B or Class C Units, other than those authorized and issued pursuant to the preceding sentence. Each Class A Member shall hold an Interest in the LLC represented by each Member on the Effective Date is Class A Units set forth opposite each the Member’s name on Exhibit A, as amended from time to time pursuant to Section 15.1(c), each Class B Member shall hold an Interest in the Information Exhibit. On LLC represented by the date hereof, the total number of Class B Units set forth opposite the Member’s name on Exhibit A (after giving effect to the Information Exhibit (comprising all Theravance Biopharma Transfer pursuant to Section 12.10), as amended from time to time pursuant to Section 15.1(c), and each Class C Member shall hold an Interest in the LLC represented by the Class C Units set forth opposite the Member’s name on Exhibit A (after giving effect to the Theravance Biopharma Transfer pursuant to Section 12.10), as amended from time to time pursuant to Section 15.1(c). For the avoidance of doubt each Member may hold more than one class of Units. Each Member holding Units and Class B Units) are issued and outstanding. A description of the classes of Units are as follows: shall have (a) Class A Units the right to share in the Net Income and Net Loss of the LLC as provided in this Agreement, (Voting). “Class A Units” shall consist of those Units designated b) a right to the Capital Account maintained for such Member according to Article IX hereof, (c) the right to receive distributions from the LLC as Class A Units held by the Members listed on the Information Exhibit as holding Class A Units. Class A Units shall have all the provided in this Agreement, and (d) such other relative rights, privileges, preferences powers and obligations duties as are specifically provided for set forth in this Agreement for Class A Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. On the Effective Date, Class A Units are issued and are outstanding as set forth on Exhibit A.Agreement.

Classes of Units. Each Member shall hold an Interest(a). Each Member’s Interest There are three classes of Units designated “Class A Units” (the “Class A Units”), “Class B Units” (the “Class B Units”) and “Class C Units” (the “Class C Units”). Subject to the terms and conditions of Articles III and IV hereof, the LLC is authorized to issue up to ten thousand (10,000) Units in the aggregate, divided as follows: (i) seven hundred fifty (750) Units shall be denominated in Class A Units, and the relative rights, privileges, preferences and obligations with respect to each Member’s Interest shall be determined under this Agreement and the Act to the extent herein provided based upon the number and the class of Units held by such Member with respect to its Interest. The total number of Units which the LLC initially shall have authority to issue is One Million One Hundred Forty-Three Thousand One Hundred and Thirty-Seven seven hundred fifty (1,143,137), divided into two (2) classes: Five Hundred Eighty-Three Thousand (583,000750) Class A Units shall be issued and Five Hundred Sixty Thousand One Hundred outstanding and Thirtyowned by the Class A Members as of the Contribution Time, (ii) two thousand one hundred twenty-Seven five (560,1372,125) Units shall be Class B Units. The Class A Units and , of which two thousand one hundred twenty-five (2,125) Class B Units shall be identical issued and outstanding and owned by the Class B Members as of equal rankthe Contribution Time, except with respect to voting rights and (iii) seven thousand one hundred twenty-five (7,125) Units shall be Class C Units, of which seven thousand one hundred twenty-five (7,125) Class C Units shall be issued and outstanding and owned by the Class C Members as provided belowof the Contribution Time. The number parties hereto agree that, notwithstanding anything to the contrary in this Agreement, the LLC is not and class shall not be authorized to issue additional classes of Units held or additional Class A, Class B or Class C Units, other than those authorized and issued pursuant to the preceding sentence. Each Class A Member shall hold an Interest in the LLC represented by each Member on the Effective Date is Class A Units set forth opposite each the Member’s name on Exhibit A, as amended from time to time pursuant to Section 15.1(c), each Class B Member shall hold an Interest in the Information Exhibit. On LLC represented by the date hereof, the total number of Class B Units set forth opposite the Member’s name on Exhibit A (after giving effect to the Information Exhibit (comprising all Theravance Biopharma Transfer pursuant to Section 12.10), as amended from time to time pursuant to Section 15.1(c), and each Class C Member shall hold an Interest in the LLC represented by the Class C Units set forth opposite the Member’s name on Exhibit A (after giving effect to the Theravance Biopharma Transfer pursuant to Section 12.10), as amended from time to time pursuant to Section 15.1(c). For the avoidance of doubt each Member may hold more than one class of Units. Each Member holding Units and Class B Units) are issued and outstanding. A description of the classes of Units are as follows: shall have (a) Class A Units the right to share in the Net Income and Net Loss of the LLC as provided in this Agreement, (Voting). “Class A Units” shall consist of those Units designated b) a right to the Capital Account maintained for such Member according to Article IX hereof, (c) the right to receive distributions from the LLC as Class A Units held by the Members listed on the Information Exhibit as holding Class A Units. Class A Units shall have all the provided in this Agreement, and (d) such other relative rights, privileges, preferences powers and obligations duties as are specifically provided for set forth in this Agreement for Class A Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. On the Effective Date, Class A Units are issued and are outstanding as set forth on Exhibit A.Agreement.

Classes of Units. Each Member shall hold an Interest. Each Member’s Interest (i) The limited liability company interests of Members (including without limitation all rights to distributions and other amounts specified in this Agreement, as well as all rights to vote on, consent to, or approve matters related to the Company) shall be denominated in units of membership interests in the Company (each a “Unit” and collectively, the “Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to each Member’s Interest Units shall be determined under this Agreement and the Delaware Act to the extent provided herein provided based and therein. (ii) As of the Effective Date, the Company shall be authorized to issue two classes of Units which are designated as Common Units (the “Common Units”) and Preferred Units (the “Preferred Units”). The Preferred Units shall be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 109,906,000 Common Units and (B) 79,282,370 Preferred Units, of which (I) 3,500,000 are designated “Series A-1 Preferred Units” (the “Series A-1 Preferred Units”), (II) 2,809,731 are designated “Series A-2 Preferred Units” (the “Series A-2 Preferred Units”), (III) 23,749,923 are designated “Series B Preferred Units” (the “Series B Preferred Units”), (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Units”) and (V) 17,784,224 are designated “Series C-1 Preferred Units” (the “Series C-1 Preferred Units”). (iii) Units in the Company shall, for all purposes, be personal property. A Member shall have no interest in any specific assets or property of the Company. Each Member waives any and all rights that such Member may have to maintain an action for partition of the Company’s property. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. The Units shall be uncertificated; provided, however, that if requested by a Member, the Company may issue to such Member a certificate signed by a member of the Board or the Company’s duly authorized officers specifying the number and the class type of Units held by such Member with respect to its Interest. The total number of Units which the LLC initially shall have authority to issue is One Million One Hundred Forty-Three Thousand One Hundred and Thirty-Seven (1,143,137), divided into two (2) classes: Five Hundred Eighty-Three Thousand (583,000) Class A Units and Five Hundred Sixty Thousand One Hundred and Thirty-Seven (560,137) Class B Units. The Class A Units and Class B Units shall be identical and of equal rank, except with respect to voting rights as provided below. The number and class of Units held by each Member on the Effective Date is set forth opposite each Member’s name on the Information Exhibit. On the date hereof, the total number of Units set forth on the Information Exhibit (comprising all the Class A Units and Class B Units) are issued and outstanding. A description of the classes of Units are as follows: (a) Class A Units (Voting). “Class A Units” shall consist of those Units designated as Class A Units held by the Members listed on the Information Exhibit as holding Class A Units. Class A Units shall have all the rights, privileges, preferences and obligations as are specifically provided for in this Agreement for Class A Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. On the Effective Date, Class A Units are issued and are outstanding as set forth on Exhibit A..

Classes of Units. Each Member shall hold an Interest. Each Member’s Interest (i) The limited liability company interests of Members (including without limitation all rights to distributions and other amounts specified in this Agreement, as well as all rights to vote on, consent to, or approve matters related to the Company) shall be denominated in units of membership interests in the Company (each a “Unit” and collectively, the “Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to each Member’s Interest Units shall be determined under this Agreement and the Delaware Act to the extent provided herein provided based and therein. (ii) As of the Effective Date, the Company shall be authorized to issue two classes of Units which are designated as Common Units (the “Common Units”) and Preferred Units (the “Preferred Units”). The Preferred Units shall be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 89,000,000 Common Units and (B) 61,498,146 Preferred Units, of which (I) 3,500,000 are designated “Series A-1 Preferred Units” (the “Series A-1 Preferred Units”), (II) 2,809,731 are designated “Series A-2 Preferred Units” (the “Series A-2 Preferred Units”), (III) 23,749,923 are designated “Series B Preferred Units” (the “Series B Preferred Units”) and (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Units”). (iii) Units in the Company shall, for all purposes, be personal property. A Member shall have no interest in any specific assets or property of the Company. Each Member waives any and all rights that such Member may have to maintain an action for partition of the Company’s property. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. The Units shall be uncertificated; provided, however, that if requested by a Member, the Company may issue to such Member a certificate signed by a member of the Board or the Company’s duly authorized officers specifying the number and the class type of Units held by such Member with respect to its Interest. The total number of Units which the LLC initially shall have authority to issue is One Million One Hundred Forty-Three Thousand One Hundred and Thirty-Seven (1,143,137), divided into two (2) classes: Five Hundred Eighty-Three Thousand (583,000) Class A Units and Five Hundred Sixty Thousand One Hundred and Thirty-Seven (560,137) Class B Units. The Class A Units and Class B Units shall be identical and of equal rank, except with respect to voting rights as provided below. The number and class of Units held by each Member on the Effective Date is set forth opposite each Member’s name on the Information Exhibit. On the date hereof, the total number of Units set forth on the Information Exhibit (comprising all the Class A Units and Class B Units) are issued and outstanding. A description of the classes of Units are as follows: (a) Class A Units (Voting). “Class A Units” shall consist of those Units designated as Class A Units held by the Members listed on the Information Exhibit as holding Class A Units. Class A Units shall have all the rights, privileges, preferences and obligations as are specifically provided for in this Agreement for Class A Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. On the Effective Date, Class A Units are issued and are outstanding as set forth on Exhibit A..

Classes of Units. Each Member shall hold an Interest. Each Member’s Interest Initially, there shall be denominated in three classes of Units, one designated “Series A Preferred Units” (the “Series A Preferred Units”), the second designated “Series A-1 Preferred Units (the “Series A-1 Preferred Units”, and together with the Series A Preferred Units, the “Preferred Units”), and the third designated “Common Units” (the “Common Units”). The Series A Preferred Units, the Series A-1 Preferred Units, and the Common Units shall have the rights set forth in Section 3.1(a) through (e) and such other relative rights, privileges, preferences powers and obligations with respect to each Member’s Interest shall be determined under duties as are set forth in this Agreement and the Act Agreement. Subject to the extent herein provided based upon the number terms and the class conditions of Units held by such Member with respect to its Interest. The total number of Units which Articles III and IV hereof, the LLC initially shall have authority is authorized to issue is One Million One Hundred Forty-Three Thousand One Hundred and Thirty-Seven up to one million nine hundred thousand (1,143,137)1,900,000) Units in the aggregate, divided into two as follows: (2a) classes: Five Hundred Eighty-Three Thousand one million (583,0001,000,000) Class A Units and Five Hundred Sixty Thousand One Hundred and Thirty-Seven (560,137) Class B Units. The Class A Units and Class B Units shall be identical and authorized Common Units, of equal rank, except with respect to voting rights as provided below. The number and class of which (i) no Common Units held by each Member on the Effective Date is set forth opposite each Member’s name on the Information Exhibit. On the date hereof, the total number of Units set forth on the Information Exhibit (comprising all the Class A Units and Class B Units) are issued and outstanding. A description of the classes of Units are as follows: (a) Class A Units (Voting). “Class A Units” shall consist of those Units designated as Class A Units held outstanding and owned by the Common Members listed on the Information Exhibit as holding Class A Units. Class A Units shall have all the rights, privileges, preferences and obligations as are specifically provided for in this Agreement for Class A Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. On the Effective Date, Class (ii) one hundred thousand (100,000) Common Units (the “Reserved Incentive Common Units”) shall initially be reserved for issuance pursuant to the Equity Incentive Plan and allocation or deemed issuance pursuant to the Bonus Profit Plan, and (iii) nine hundred thousand (900,000) Common Units shall be reserved for issuance upon the conversion of Preferred Units pursuant to Section 3.12 hereof; (b) seven hundred twenty four thousand five hundred (724,500) Units shall be authorized Series A Units Preferred Units, all of which are issued and outstanding and owned by the Series A Members as of the Effective Date and (c) one hundred seventy five thousand five hundred (175,500) Units shall be authorized Series A-1 Preferred Units, all of which are issued and outstanding and owned by the Series A-1 Members as set forth on Exhibit A.of the Effective Date. The authorized Units and the Common Units reserved pursuant to clause (a)(iii) shall be increased as necessary in the event the Preferred Units become convertible into more than nine hundred thousand (900,000) Common Units pursuant to Section 3.12 hereof.