Common use of Incentive Shares Clause in Contracts

Incentive Shares. (a) All Incentive Shares shall be issued in one or more series (each, a “Series”) as shall be determined by the Board of Directors. Unless otherwise determined by the Board of Directors, each Incentive Share with a different Floor Amount shall be designated as a separate Series of Incentive Shares. All Series of Incentive Shares shall have the same rights, powers and duties as all other Series of Incentive Shares, except with respect to the right to receive distributions and related payments from the Company (which shall be determined in accordance with the applicable provisions of this Agreement) and the right to vote on matters under this Agreement. The Incentive Shares shall have the voting, distribution, liquidation and other rights as set forth in this Agreement, subject to and qualified by the rights of the holders of the Common Shares and Preferred Shares set forth in this Agreement. (b) Except as otherwise set forth in a written agreement between the Company and such Service Provider (which shall be approved by the Board of Directors), all Incentive Shares issued to a Service Provider shall be subject to (i) forfeiture or repurchase, at the lesser of original cost or fair market value, by the Company, as the case may be, in accordance with the applicable vesting schedule and (ii) with respect to vested Incentive Shares, repurchase at fair market value by the Company upon cessation of such Service Provider’s employment or other engagement by the Company or any other Affiliate of the Company for “Cause”. The Board of Directors may require a Service Provider to execute and deliver an agreement containing, among other things, restrictions with respect to such Service Provider’s ownership of Incentive Shares and the Company’s repurchase rights as set forth herein (a “Restricted Share Agreement”) as a condition of becoming a Member or otherwise being issued any Incentive Shares. Any such Restricted Share Agreement may be executed on behalf of the Company by any Officer other than the Officer who is the Member with respect to such agreement. The execution of a Restricted Share Agreement by a Member shall constitute execution of a counterpart signature page to this Agreement (and agreement to be bound by the provisions hereof) by such Member. If a Person acquires Shares in exchange for services, whether or not the Person also makes payment of property or cash for such Shares, the Company shall adjust the Carrying Value of the Company’s assets pursuant to clause (ii) of the definition of Carrying Value, unless the Company determines that such adjustment is not required for such issuance of Shares. (c) Unless otherwise approved by the Board of Directors, the Company shall require that any Service Provider that receives an Incentive Share or other equity interest subject to forfeiture or repurchase or otherwise in connection with services provided to the Company or any of its Subsidiaries, to the extent permitted under the Code, make a timely and valid election pursuant to Section 83(b) of the Code and promptly provide the Company with a copy of such election. (d) Upon a share split, reverse share split or other restructuring of the equity of the Company that changes the number of outstanding Common Shares, the Incentive Shares outstanding shall be similarly adjusted such that the ratio of Incentive Shares outstanding to Common Shares outstanding remains the same.

Incentive Shares. (a) All Incentive Shares shall be issued in one or more series (each, a “Series”) as shall be determined by the Board of Directors. Unless otherwise determined by the Board of Directors, each Incentive Share with a different Floor Amount shall be designated as a separate Series of Incentive Shares. All Series of Incentive Shares shall have the same rights, powers and duties as all other Series of Incentive Shares, except with respect to the right to receive distributions and related payments from the Company (which shall be determined in accordance with the applicable provisions of this Agreement) and the right to vote on matters under this Agreement. The Incentive Shares shall have the voting, distribution, liquidation rights and other rights as powers set forth in this Agreement, subject to and qualified by the rights of the holders of the Common Shares and Preferred Shares set forth in this AgreementSection 3.01(b). (bi) Except The Board shall have the right to issue Incentive Shares to managers, directors, officers, employees, advisors and consultants of the LLC and its subsidiaries (the “Incentive Members”) pursuant to the LLC’s Incentive Share Plan (as otherwise set forth in a written agreement between amended from time to time, the Company “Incentive Plan”) and such Service Provider (which shall be approved an Award Agreement entered into by the Board LLC with such Incentive Member (each, as amended from time to time, an “Award Agreement”). The terms of Directors), all each Award Agreement shall specify the number of Incentive Shares issued to a Service Provider the applicable Incentive Member. The Board shall have the power and discretion to approve which managers, directors, officers, employees, advisors and consultants of the LLC and its subsidiaries shall be subject to (i) forfeiture or repurchase, at the lesser of original cost or fair market value, by the Company, as the case may be, in accordance with the applicable vesting schedule offered and (ii) with respect to vested issued such Incentive Shares, repurchase at fair market value by the Company upon cessation of such Service Provider’s employment or other engagement by the Company or any other Affiliate of the Company for “Cause”. The Board of Directors may require a Service Provider to execute and deliver an agreement containing, among other things, restrictions with respect to such Service Provider’s ownership number of Incentive Shares to be offered and issued to each such person, the Company’s repurchase rights vesting, forfeiture and other restrictions, if any, governing such Incentive Shares, the purchase price therefor, if any, and any such other terms and conditions as set forth herein (it shall deem appropriate. In connection with any approved issuance to any Incentive Member of Incentive Shares hereunder, such Incentive Member shall execute a “Restricted Share counterpart to this Agreement”) as a condition of becoming a Member , or otherwise being issued any Incentive Shares. Any such Restricted Share Agreement may be executed on behalf of the Company by any Officer other than the Officer who is the Member with respect deemed to such agreement. The execution of have become a Restricted Share Agreement by a Member shall constitute execution of a counterpart signature page party to this Agreement (by executing an Award Agreement, accepting and agreement agreeing to be bound by all terms and conditions hereof, and shall enter into such other documents and instruments to effect such issuance (including, without limitation, an Award Agreement) as are required by the provisions hereof) Board. Notwithstanding anything to the contrary in this Agreement, except as required by applicable law, no Incentive Member shall be entitled to any voting, consent or approval rights with respect to the Incentive Shares held by such Incentive Member. If Each Incentive Member shall be a Person acquires Member hereunder unless and until such Incentive Member does not hold any Shares in exchange for services(including, whether or not the Person also makes payment of property or cash for such Shareswithout limitation, the Company shall adjust the Carrying Value as a result of the Company’s assets pursuant to clause (ii) forfeiture of all of the definition of Carrying Value, unless the Company determines that Incentive Shares held by such adjustment is not required for such issuance of SharesIncentive Member). (cii) Unless otherwise approved by the Board Board, all Incentive Shares shall vest over a four (4) year period, with the first twenty-five percent (25%) of Directorssuch Incentive Shares vesting following twelve (12) months of continued employment or service, and the Company shall require that any Service Provider that receives an remaining Incentive Share or other equity interest subject to forfeiture or repurchase or otherwise Shares vesting in connection with services provided equal monthly installments over the following thirty-six (36) months. Subject to the Company or preceding sentence, each Incentive Member’s Incentive Shares shall vest as set forth in the Incentive Plan and the applicable Award Agreement for such Incentive Shares. “Unvested Incentive Shares” means any Incentive Shares that have not vested as of its Subsidiaries, the date of determination pursuant to the extent permitted under Incentive Plan and the Code, make a timely and valid election applicable Award Agreement. “Vested Incentive Shares” means any Incentive Shares that have vested as of the date of determination pursuant to Section 83(b) of the Code and promptly provide the Company with a copy of such election. (d) Upon a share split, reverse share split or other restructuring of the equity of the Company that changes the number of outstanding Common Shares, the Incentive Shares outstanding shall be similarly adjusted such that Plan and the ratio of Incentive Shares outstanding to Common Shares outstanding remains the sameapplicable Award Agreement.

Incentive Shares. The Company is authorized to issue up to a total of 3,939,682 Common C Shares from time to time pursuant to the terms of the applicable Award Agreements setting forth the terms and conditions governing such Common C Shares, as approved by the Board (athe “Award Agreements”). The Common C Shares may be designated by the Board with appropriate alpha-numeric designations (e.g., Common C1 Shares, Common C2 Shares, etc.) to denote that they belong to one or more series, each of which may be subject to a different valuation threshold and corresponding Strike Price for purposes of the participation by such Shares in distributions made pursuant to Section 5.3(a)(vi). All of the Incentive Shares issued hereunder shall be issued on terms and conditions specified in an Award Agreement. In the event any Incentive Shares are repurchased or forfeited pursuant to the terms and conditions specified in the applicable Award Agreement or herein, an equivalent number of Common C Shares may be issued by the Company on terms and conditions as the Board deems appropriate. Allocations of Profit or Loss pursuant to Section 5.1 shall be made with respect to such Incentive Shares, whether vested or unvested. Subject to Section 5.4, any distributions pursuant to Section 5.3 hereof with respect to any Unvested Incentive Shares shall be issued in one or more series (eachheld by the Company until such Shares vest, a “Series”) as at which time any such retained distributions shall be released to the holder of such then vested Shares. Any retained distributions pursuant to the foregoing sentence that relate to Unvested Incentive Shares that are forfeited or fail to vest for whatever reason shall become unrestricted funds of the Company and may be used for whatever purpose determined by the Board Board. The Incentive Shares are intended to qualify as “profits interests” within the meaning of DirectorsRevenue Procedure 93-27 as clarified by Revenue Procedure 2001-43. Unless otherwise determined by As such, none of the Board of Directors, each Incentive Share with a different Floor Amount shall be designated as a separate Series of Incentive Shares. All Series of Members issued Incentive Shares shall have make Capital Contributions in connection with the same rights, powers acquisition of such Shares and duties as all other Series of Incentive Shares, except with respect to the right to receive distributions and related payments from the Company (which shall be determined in accordance with the applicable provisions treat such Members as holding “profits interests” for all purposes of this Agreement) . In the event that the Internal Revenue Service issues any additional guidance concerning the taxation of the Incentive Shares after the execution of this Agreement, the Board is hereby authorized to take any action required by such guidance, including the filing of tax elections thereunder and the right adoption of additional provisions to vote this Agreement that are binding on matters the Company and the Members under the Act, to achieve the same tax treatment for the Incentive Shares as is applicable on the date of execution of this Agreement. The Board may classify any future Incentive Shares shall have the votingas, distributionfor example, liquidation and other rights “Common C4 Shares” or otherwise as set forth in this Agreement, subject to and qualified by the rights of the holders of the Common Shares and Preferred Shares set forth in this Agreement. (b) Except as otherwise set forth in a written agreement between the Company and such Service Provider (which shall be approved by the Board of Directors), all Incentive Shares issued to a Service Provider shall be subject to (i) forfeiture or repurchase, at the lesser of original cost or fair market value, by the Company, as the case may be, determine in accordance with the applicable vesting schedule and (ii) with respect to vested Incentive Shares, repurchase at fair market value by the Company upon cessation of such Service Provider’s employment or other engagement by the Company or any other Affiliate of the Company for “Cause”. The Board of Directors may require a Service Provider to execute and deliver an agreement containing, among other things, restrictions with respect to such Service Provider’s ownership of Incentive Shares and the Company’s repurchase rights as set forth herein (a “Restricted Share Agreement”) as a condition of becoming a Member or otherwise being issued any Incentive Shares. Any such Restricted Share Agreement may be executed on behalf of the Company by any Officer other than the Officer who is the Member with respect to such agreement. The execution of a Restricted Share Agreement by a Member shall constitute execution of a counterpart signature page to this Agreement (and agreement to be bound by the provisions hereof) by such Member. If a Person acquires Shares in exchange for services, whether or not the Person also makes payment of property or cash for such Shares, the Company shall adjust the Carrying Value of the Company’s assets pursuant to clause (ii) of the definition of Carrying Value, unless the Company determines that such adjustment is not required for such issuance of Sharesits sole discretion. (c) Unless otherwise approved by the Board of Directors, the Company shall require that any Service Provider that receives an Incentive Share or other equity interest subject to forfeiture or repurchase or otherwise in connection with services provided to the Company or any of its Subsidiaries, to the extent permitted under the Code, make a timely and valid election pursuant to Section 83(b) of the Code and promptly provide the Company with a copy of such election. (d) Upon a share split, reverse share split or other restructuring of the equity of the Company that changes the number of outstanding Common Shares, the Incentive Shares outstanding shall be similarly adjusted such that the ratio of Incentive Shares outstanding to Common Shares outstanding remains the same.