Common use of Discretionary Distributions Clause in Contracts

Discretionary Distributions. 1. The Manager may cause the Company to distribute cash or Securities or other Company assets from time to time in its sole discretion. Distributions pursuant to this paragraph 7.5(a) shall be made first to all Members in accordance with their respective Ownership Percentages (solely as an interim step i n calculating final distributions pursuant to the following provisions of this paragraph 7.5(a)) and then shall be further divided between each Member on the one hand and the Manager on the other hand as follows: i. First, to the Member until the Member has received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 (with any in-kind distributions valued in accordance with paragraph 11.2) equal to its aggregate capital contributions to the Company as of such time. ii. Thereafter, an amount equal to the remaining distributions multiplied by such Member’s Carried Interest Percentage to the Manager, with the remaining amount to the Member. 2. Notwithstanding paragraph 7.5(a)(ii), the Manager may at any time waive a distribution of cash, Securities or other Company assets that would otherwise be made to the Manager pursuant to paragraph 7.5(a)(ii) and instead make such distribution one hundred percent (100%) to all Members in accordance with their respective Ownership Percentages; provided, however, that the Company may make subsequent distributions to the Manager to the extent of any such waived distribution at such times as the Manager shall determine out of amounts otherwise distributable to such Members. 3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of his, her or its interest in the Company if such distribution would violate the Act or other applicable law. 4. Securities distributed in kind shall be subject to such conditions and restrictions as the Manager determines are legally required or appropriate. Immediately prior to any distribution in kind, the Deemed Gain or Deemed Loss of any Securities distributed shall be allocated to the Capital Accounts of the Members as Profit or Loss pursuant to Article 5.

Discretionary Distributions. 1. The Manager may cause the Company to distribute cash or Securities or other Company assets from time to time in its sole discretion. Distributions pursuant to this paragraph 7.5(a) shall be made first to all Members in accordance with their respective Ownership Percentages (solely as an interim step i n calculating final final distributions pursuant to the following provisions of this paragraph 7.5(a)) and then shall be further divided between each Member on the one hand and the Manager on the other hand as follows: i. First, to the Member until the Member has received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 (with any in-kind distributions valued in accordance with paragraph 11.2) equal to its aggregate capital contributions to the Company as of such time. ii. Thereafter, an amount equal to the remaining distributions multiplied by such Member’s Carried Interest Percentage to the Manager, with the remaining amount to the Member. 2. Notwithstanding paragraph 7.5(a)(ii), the Manager may at any time waive a distribution of cash, Securities or other Company assets that would otherwise be made to the Manager pursuant to paragraph 7.5(a)(ii) and instead make such distribution one hundred percent (100%) to all Members in accordance with their respective Ownership Percentages; provided, however, that the Company may make subsequent distributions to the Manager to the extent of any such waived distribution at such times as the Manager shall determine out of amounts otherwise distributable to such Members. 3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of his, her or its interest in the Company if such distribution would violate the Act or other applicable law. 4. Securities distributed in kind shall be subject to such conditions and restrictions as the Manager determines are legally required or appropriate. Immediately prior to any distribution in kind, the Deemed Gain or Deemed Loss of any Securities distributed shall be allocated to the Capital Accounts of the Members as Profit or Loss pursuant to Article 5.

Discretionary Distributions. 1. The T h e Manager may cause the Company to distribute cash or Securities or o r other Company assets from time to time in its sole discretion. Distributions pursuant to this paragraph 7.5(a) shall be made first to all Members in accordance with their respective Ownership Percentages (solely as an interim step i n calculating final distributions pursuant to the following provisions of this paragraph 7.5(a)) and then shall be further divided between each Member on the one hand and the Manager on the other hand as follows: i. First, to the Member until the Member has received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 (with any in-kind distributions valued in accordance with paragraph 11.2) equal to its i t s aggregate capital contributions to the Company as of such time. ii. Thereafter, an amount equal to the remaining distributions multiplied by such Member’s Carried Interest Percentage to the Manager, with the remaining amount to the Member. 2. Notwithstanding paragraph 7.5(a)(ii), the Manager may at any time waive a distribution of cash, Securities or other Company assets that would otherwise be made to the Manager pursuant to paragraph 7.5(a)(ii) and instead make such distribution one hundred percent (100%) to all Members in accordance with their respective Ownership Percentages; provided, however, that the Company may make subsequent distributions to the Manager to the extent of any such waived distribution at such times as the Manager shall determine out of amounts otherwise distributable to such Members. 3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of his, her or its interest in the Company if such distribution would violate the Act or other applicable law. 4. Securities distributed in kind shall be subject to such conditions and restrictions as the Manager determines are legally required or appropriate. Immediately prior to any distribution in kind, the Deemed Gain or Deemed Loss of any Securities distributed shall be allocated to the Capital Accounts of the Members as Profit or Loss pursuant to Article 5.

Discretionary Distributions. 1. (a) The Manager General Partner may cause the Company to distribute make distributions of cash or Marketable Securities or other Company assets from time to time in its sole discretiontime. Distributions pursuant to this paragraph 7.5(a) Any such distribution shall be made first to all Members in accordance with their respective Ownership Percentages apportioned (solely as an interim step i n in calculating final distributions pursuant to the following provisions remainder of this paragraph 7.5(a)) and then to all Partners in proportion to their respective Partnership Percentages. The amount of such distributions so apportioned to each Partner shall be further divided finally distributed between each Member on the one hand such Partner and the Manager on the other hand General Partner as follows: i. First, (i) Prior to the Member until the Member time that such Partner has received aggregate distributions pursuant to this subparagraph (a)(i) or deemed distributed hereunder pursuant to paragraph 7.4 and this paragraph 7.5 (with any in-kind distributions valued at the time of distribution in accordance with paragraph 11.212.1) equal to its aggregate the sum of the capital contributions such Partner has previously made to the Company as of such time. ii. Thereafter, an amount equal to the remaining distributions multiplied by such Member’s Carried Interest Percentage to the Manager, with the remaining amount to the Member. 2. Notwithstanding paragraph 7.5(a)(iiPartnership (“Payback”), the Manager may at any time waive a distribution of cash, Securities or other Company assets that would otherwise all such distributions shall be made to such Partner until Payback has been achieved. The determination of whether Payback has occurred shall be made at the Manager pursuant time of each distribution. (ii) Subsequent to paragraph 7.5(a)(ii) and instead make Payback, all such distribution distributions shall be made in a percentage equal to one hundred percent (100%) less the Carry Percentage to such Partner and the Carry Percentage to the General Partner. (b) Notwithstanding paragraph 7.5(a), the General Partner may make any distribution described in this paragraph 7.5 to all Members Partners in accordance with proportion to their respective Ownership Partnership Percentages; provided, however, that the Company General Partner may make subsequent distributions to the Manager General Partner to the extent of any such waived distribution at such times as that would have been made to the Manager shall determine out of amounts otherwise distributable General Partner but for a distribution made pursuant to such Membersthis paragraph 7.5(b). 3. Notwithstanding any provision (c) Whenever more than one type of Securities is being distributed in kind in a single distribution or whenever more than one class of Securities of a Portfolio Company (or a portion of a class of such Securities having a tax basis per share or unit different from other portions of such class) are distributed in kind by the Partnership, each Partner shall receive its ratable portion of each type, class or portion of such class of Securities distributed in kind (except to the contrary contained in this Agreement, the Company shall not make extent that a disproportionate distribution is necessary to any Member on account of his, her or its interest in the Company if such distribution would violate the Act or other applicable lawavoid distributing fractional shares). 4. (d) Securities distributed in kind shall be subject to such conditions and restrictions as the Manager General Partner determines are legally required or appropriate. Subject to paragraph 7.5(g), whenever types or classes of Securities are distributed in kind, each Partner shall receive its ratable portion of each type or class of Securities distributed in kind. (e) Notwithstanding any other provision of this paragraph 7.5, prior to the dissolution of the Partnership, the Partnership shall not make a distribution of Nonmarketable Securities. (f) Immediately prior to any distribution in kind, the Deemed Gain or Deemed Loss of any Securities distributed shall be allocated to the Capital Accounts of the Members all Partners as Profit or Loss pursuant to Article 5. (g) Notwithstanding any other provision of this paragraph 7.5 to the contrary, no distribution shall be made to any Partner to the extent such distribution would increase or result in a negative Capital Account balance for such Partner and the portion of such distribution otherwise allocable to such Partner may be made to the other Partners in proportion to and in the amounts of the positive balance, if any, in their respective Capital Accounts.

Discretionary Distributions. 1. The Manager (a) Prior to the Date of Dissolution, the General Partner may cause the Company to distribute cash or Securities or other Company assets from time to time in its sole discretion. Distributions discretion cause the Partnership to make additional distributions pursuant to this paragraph 7.5(aSection 6.4(a) of cash or Marketable Securities (other than Digital Assets) then held by the Partnership; provided that such distributions shall be made first to all Members Partners in accordance with proportion to their respective Ownership Percentages Partnership Percentages. (solely as an interim step i n calculating final distributions pursuant to the following provisions b) Whenever more than one type of this paragraph 7.5(a)) and then shall be further divided between each Member on the Securities is being distributed in kind in a single distribution, or whenever more than one hand and the Manager on the other hand as follows: i. First, to the Member until the Member has received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 class of Securities of a Portfolio Company (with any in-kind distributions valued in accordance with paragraph 11.2) equal to its aggregate capital contributions to the Company as or a portion of a class of such time. ii. ThereafterSecurities having a tax basis per share or unit different from other portions of such class) are distributed in kind by the Partnership or when cash and Securities are being distributed in a single distribution, an amount equal to the remaining distributions multiplied by such Member’s Carried Interest Percentage to the Manager, with the remaining amount to the Member. 2. Notwithstanding paragraph 7.5(a)(ii), the Manager may at any time waive each Partner receiving a distribution portion of cash, Securities or other Company assets that would otherwise be made to the Manager pursuant to paragraph 7.5(a)(ii) and instead make such distribution one hundred percent shall receive its ratable portion of each type, class or portion of such class of Securities distributed in kind (100%) to all Members in accordance with their respective Ownership Percentages; provided, however, that the Company may make subsequent distributions to the Manager except to the extent that a disproportionate distribution is necessary to avoid distributing fractional shares) and its ratable portion of any such waived distribution at such times as the Manager shall determine out of amounts otherwise distributable to such Memberscash. 3. Notwithstanding (c) Immediately prior to any distribution in kind of Securities (or other Partnership assets) pursuant to any provision to the contrary contained in of this Agreement, the Company difference between the fair market value and the Book Value of any Securities (or other Partnership assets) distributed shall not make a distribution be allocated to any Member on account the Capital Accounts of his, her the Partners as Net Income or its interest in Loss pursuant to Article IV to the Company same extent as if such distribution would violate the Act or other applicable lawassets had been sold at their fair market values. 4. (d) Securities distributed in kind pursuant to this Section 6.4 shall be subject to such conditions and restrictions as the Manager General Partner determines are legally required. Such restrictions shall apply equally to the Securities distributed to all Partners. Notwithstanding anything to the contrary herein, the Partnership shall not be permitted to distribute Digital Assets to the Partners pursuant to this Section 6.4, regardless of whether or not such Digital Assets constitute Marketable Securities. In no event shall any Partner be entitled to receive a distribution hereunder to the extent that such distribution would cause such Partner to have a negative Capital Account Balance or increase the amount by which such balance is negative. (e) Notwithstanding any provision in this Agreement to the contrary, all distributions to a Partner otherwise permitted under this Article VI shall constitute an advance or draw against such Partner’s distributive share of Partnership income within the meaning of Treasury Regulation Section 1.731-1 provided that any such distribution shall, for purposes of determining the applicability of the limitations on distributions set forth in this Article VI, be deemed to result in a decrease in such Partner’s Capital Account in accordance with Article IV. The General Partner may cause the Partnership to defer effecting any distribution of cash, cash equivalents or Marketable Securities to the General Partner that it would otherwise have been entitled to receive pursuant to the provisions of this Article VI, which assets shall be distributed to the General Partner at such later time as the General Partner shall determine. In the event of a deferred distribution of assets pursuant to the preceding sentence, the General Partner shall be entitled to all amounts received by the Partnership with respect to the holding of such assets during the deferral period and, notwithstanding the provisions of Article IV, allocations of items of Net Income or Loss shall be effected so that, upon distribution of such assets (and amounts received by the Partnership with respect to the holding of such assets during the deferral period) the Capital Account balances of all Partners are equal to the balances that would have existed had the distribution of such assets not been deferred. (f) To (i) facilitate the distribution of cash or property received upon the sale or exchange of Securities to the Partners in circumstances in which the Partnership may have a continuing obligation to return all or some portion of such cash or property as a result of an indemnification or similar obligation on the part of the Partnership arising out of such sale or exchange transaction, whether in connection with a breach of representations or warranties or otherwise, or (ii) facilitate the distribution in kind of Securities, or cash or property received by the Partnership in connection with the sale or exchange of securities, where the Partnership may have a withholding or other tax liability by reason of such distribution or such sale or exchange, the General Partner may cause the Partnership to distribute such Securities, cash or property to the Partners subject to the requirement that cash or such property having an aggregate value (as determined on the date of return) equal to the value of such distribution (as determined on the date of distribution), but not to exceed the value of such continuing obligation, withholding or other tax liability, be returned to the Partnership to satisfy such continuing obligation, upon not less than ten (10) days’ prior notice, at such times and in such amounts as shall be specified in one or more notices issued by the General Partner (a “Returnable Distribution”). A Returnable Distribution may be required to be returned to the Partnership only in connection with a continuing obligation of the Partnership arising out of the sale or appropriateexchange transaction with which it was associated or a withholding or other tax liability by reason of such distribution or sale or exchange. Immediately The General Partner shall provide notice to the Limited Partners prior to causing the Partnership to make any distribution in kind, the Deemed Gain or Deemed Loss of any Securities distributed shall be allocated Returnable Distribution. A Partner’s obligation to make contributions to the Capital Accounts Partnership under this Section 6.4(f) shall survive the liquidation of the Members as Profit or Loss Partnership; provided, however, that such obligation will not extend past the earlier of (i) five (5) years from the date of the Returnable Distribution to which it relates and (ii) three (3) years from the date of the Partnership’s final liquidating distribution pursuant to Article 5VIII, without in either case the prior consent of the Advisory Board. If a Partner has been notified of a contribution obligation under this Section 6.4(f) within the time period set forth in the proviso in the preceding sentence, the preceding sentence does not limit the Partnership’s ability to enforce such contribution obligation. The return of a Returnable Distribution (or portion thereof) shall be treated for purposes of this Agreement as a cancellation of the distribution or portion thereof (with such portion determined by comparing the value of the distribution (when made by the Partnership) to the value of the amounts returned (when returned by the Partner)) to which it relates (effective as of the time of such return) and not as a capital contribution by the Partner making such return (and, accordingly, with respect to the portion of any Returnable Distribution that is returned by a Partner pursuant to this Section 6.4(f), both the distribution by the Partnership to such Partner of such portion of the Returnable Distribution and the return of such portion by such Partner to the Partnership shall be disregarded for purposes of performing all calculations pursuant to this Agreement); provided, however, that solely for purposes of Section 3.5, the failure by a Partner to return a distribution required to be returned pursuant to this Section 6.4(f) shall be treated as a failure to make a capital contribution when due. This Section 6.4(f) shall be read together with, and shall be applied in a manner consistent with, the General Partner’s obligation to return certain distributions set forth in Section 8.3 such that, inter alia, (i) amounts recontributed pursuant to this Section 6.4(f) shall be taken into account in effecting the computations required by Section 8.3, and (ii) if amounts are recontributed under this Section 6.4(f) after contributions have been effected by the General Partner pursuant to Section 8.3, the amount due under Section 8.3 shall be recomputed to take account of such subsequent recontributions hereunder, and the General Partner shall contribute such additional amounts pursuant to Section 8.3 as may be shown to be due as a result of such recomputations. The provisions of this Section 6.4(f) shall not be construed or interpreted as inuring to the benefit of any creditor of any of (i) the Partnership, (ii) a Limited Partner or (iii) the General Partner. In no event shall a Partner be obligated to return, pursuant to this Section 6.4(f), an aggregate amount greater than the total amount of distributions received by such Partner over the life of the Partnership less the total amount of distributions previously treated as cancelled pursuant to this Section 6.4(f) or returned pursuant to Section 10.14(b). Except with the consent of the General Partner, each Partner shall be jointly and severally liable with their predecessors in interest, if any, for amounts owed hereunder in respect of any predecessor in interest to such Partner, and distributions made to a Partner’s predecessor in interest shall be deemed to have been made to such Partner for purposes of this Section 6.4(f).