Common use of Issuance of Tier I and Tier II Options Clause in Contracts

Issuance of Tier I and Tier II Options. (a) In the event of a dissolution of the LLC upon the consummation of a Public Offering (a "Public Offering Liquidation"), if the Management Percentage for such Public Offering Liquidation is less than 33.33% the Corporation shall contemporaneously with such liquidation issue to each holder of Class B Units: (i) options (the "Tier I Options") entitling the holder to acquire, at an exercise price per share equal to the IPO Price, a number of shares of the Corporation's Common Stock equal to the lesser of (x) the number of shares of Common Stock that such holder would have received under the LLC Agreement in connection with such Public Offering Liquidation if the Management Percentage had been 10%, and (y) the difference of (A) the number of shares of Common Stock that such holder would have received in connection with such Public Offering Liquidation if the Management Percentage had been 33.33%, minus (B) the number of shares of Common Stock that such holder actually received in such liquidation; and (ii) if the Management Percentage for such Public Offering Liquidation is less than 23.33%, in addition to any Tier I Options, options (the "Tier II Options") entitling the holder to acquire, at an exercise price per share equal to the Tier II Price, a number of shares of the Corporation's Common Stock equal to the lesser of (x) the number of shares of Common Stock calculated pursuant to clause (i)(x) above, and (y) the difference of (A) the number of shares of Common Stock calculated pursuant to clause (i)(y) above, minus (B) the number of shares of Common Stock into which the Tier I Options issued to such holder pursuant to clause (i) above are initially exercisable. The Tier I Options and Tier II Options shall expire on the seventh anniversary of their issuance. (b) For purposes of performing the calculations in Sections 5(a)(i) and 5(a)(ii) above, a distribution of any property other than Common Stock in a Public Offering Liquidation shall be considered to have been a distribution of a number of shares of Common Stock equal to the quotient of (A) the aggregate fair market value of such distributed property on the date of such liquidation, as determined in good faith by the Board, divided by (B) the fair market value of one share of Common Stock on the date of such liquidation, as determined in good faith by the Board. (c) For purposes of this section, the following terms shall have the meanings set forth below:

Issuance of Tier I and Tier II Options. (a) In the event of a dissolution and liquidation of the LLC upon the consummation of a Public Offering (a "Public Offering Liquidation"), if the Management Percentage for such Public Offering Liquidation is less than 33.3333.3% the Corporation Company shall contemporaneously with such liquidation issue to each holder of Class B Units: (i) options (the "Tier I Options") entitling the holder to acquire, at an exercise price per share equal to the IPO Price, a number of shares of the CorporationCompany's Common Stock equal to the lesser of (x) the number of shares of Common Stock that such holder would have received under the LLC Agreement in connection with such Public Offering Liquidation if the Management Percentage had been 10%, and (y) the difference of (A) the number of shares of Common Stock that such holder would have received in connection with such Public Offering Liquidation if the Management Percentage had been 33.3333.3%, minus (B) the number of shares of Common Stock that such holder actually received in such liquidation; and (ii) if the Management Percentage for such Public Offering Liquidation is less than 23.3323.3%, in addition to any Tier I Options, options (the "Tier II Options") entitling the holder to acquire, at an exercise price per share equal to the Tier II Price, a number of shares of the CorporationCompany's Common Stock equal to the lesser of (x) the number of shares of Common Stock calculated pursuant to clause (i)(x) abovethat such holder would have received in connection with such Public Offering Liquidation if the Management Percentage had been 10%, and (y) the difference of (A) the number of shares of Common Stock calculated pursuant to clause (i)(y) abovethat such holder would have received in connection with such Public Offering Liquidation if the Management Percentage had been 33.3%, minus (B) the number of shares of Common Stock that such holder actually received in such liquidation, minus (C) the number of shares of Common Stock into which the Tier I Options issued to such holder pursuant to clause (i) above are initially exercisable. The Tier I Options and Tier II Options shall expire on the seventh anniversary of their issuance. (b) For purposes of performing the calculations in Sections 5(a)(isubparagraphs (a)(i) and 5(a)(ii(ii) above, (i) a distribution of shares of the Company's Preferred Stock in a Public Offering Liquidation shall be considered to have been a distribution of the number of shares of Common Stock into which such Preferred Stock is convertible on the date of such liquidation, and (ii) a distribution of any other property other than Common Stock in a Public Offering Liquidation shall be considered to have been a distribution of a number of shares of Common Stock equal to the quotient of (A) the aggregate fair market value of such distributed property on the date of such liquidation, as determined in good faith by the Board, divided by (B) the fair market value of one share of Common Stock on the date of such liquidation, as determined in good faith by the Board. (c) For purposes of this sectionparagraph, the following terms shall have the meanings set forth below:

Issuance of Tier I and Tier II Options. (a) In the event of a dissolution and liquidation of the LLC upon the consummation of a Public Offering (a "Public Offering Liquidation"), if the Management Percentage for such Public Offering Liquidation is less than 33.3333.3% the Corporation Company shall contemporaneously with such liquidation issue to each holder of Class B Units: (i) options (the "Tier I Options") entitling the holder to acquire, at an exercise price per share equal to the IPO Price, a number of shares of the CorporationCompany's Common Stock equal to the lesser of (x) the number of shares of Common Stock that such holder would have received under the LLC Agreement in connection with such Public Offering Liquidation if the Management Percentage had been 10%, and (y) the difference of (A) the number of shares of Common Stock that such holder would have received in connection with such Public Offering Liquidation if the Management Percentage had been 33.33%, minus (B) the number of shares of Common Stock that such holder actually received in such liquidation; andbeen (ii) if the Management Percentage for such Public Offering Liquidation is less than 23.3323.3%, in addition to any Tier I Options, options (the "Tier II Options") entitling the holder to acquire, at an exercise price per share equal to the Tier II Price, a number of shares of the CorporationCompany's Common Stock equal to the lesser of (x) the number of shares of Common Stock calculated pursuant to clause (i)(x) abovethat such holder would have received in connection with such Public Offering Liquidation if the Management Percentage had been 10%, and (y) the difference of (A) the number of shares of Common Stock calculated pursuant to clause (i)(y) abovethat such holder would have received in connection with such Public Offering Liquidation if the Management Percentage had been 33.3%, minus (B) the number of shares of Common Stock that such holder actually received in such liquidation, minus (C) the number of shares of Common Stock into which the Tier I Options issued to such holder pursuant to clause (i) above are initially exercisable. The Tier I Options and Tier II Options shall expire on the seventh anniversary of their issuance. (b) For purposes of performing the calculations in Sections 5(a)(isubparagraphs (a)(i) and 5(a)(ii(ii) above, (i) a distribution of shares of the Company's Preferred Stock in a Public Offering Liquidation shall be considered to have been a distribution of the number of shares of Common Stock into which such Preferred Stock is convertible on the date of such liquidation, and (ii) a distribution of any other property other than Common Stock in a Public Offering Liquidation shall be considered to have been a distribution of a number of shares of Common Stock equal to the quotient of (A) the aggregate fair market value of such distributed property on the date of such liquidation, as determined in good faith by the Board, divided by (B) the fair market value of one share of Common Stock on the date of such liquidation, as determined in good faith by the Board. (c) For purposes of this sectionparagraph, the following terms shall have the meanings set forth below:

Issuance of Tier I and Tier II Options. (a) In the event of a dissolution and liquidation of the LLC upon the consummation of a Public Offering (a "Public Offering Liquidation"), if the Management Percentage for such Public Offering Liquidation is less than 33.3333.3% the Corporation Company shall contemporaneously with such liquidation issue to each holder of Class B Units: (i) options (the "Tier I Options") entitling the holder to acquire, at an exercise price per share equal to the IPO Price, a number of shares of the CorporationCompany's Common Stock equal to the lesser of (x) the number of shares of Common Stock that such holder would have received under the LLC Agreement in connection with such Public Offering Liquidation if the Management Percentage had been 10%, and (y) the difference of (A) the number of shares of Common Stock that such holder would have received in connection with such Public Offering Liquidation if the Management Percentage had been 33.3333.3%, minus (B) the number of shares of Common Stock that such holder actually received in such liquidation; and (ii) if the Management Percentage for such Public Offering Liquidation is less than 23.3323.3%, in addition to any Tier I Options, options (the "Tier II Options") entitling the holder to acquire, at an exercise price per share equal to the Tier II Price, a number of shares of the CorporationCompany's Common Stock equal to the lesser of (x) the number of shares of Common Stock calculated pursuant to clause (i)(x) abovethat such holder would have received in connection with such Public Offering Liquidation if the Management Percentage had been 10%, and (y) the difference of (A) the number of shares of Common Stock calculated pursuant to clause (i)(y) abovethat such holder would have received in connection with such Public Offering Liquidation if the Management Percentage had been 33.3%, minus (B) the number of shares of Common Stock into which the Tier I Options issued to that such holder pursuant to clause (i) above are initially exercisable. The Tier I Options and Tier II Options shall expire on the seventh anniversary of their issuance.actually received (b) For purposes of performing the calculations in Sections 5(a)(isubparagraphs (a)(i) and 5(a)(ii(ii) above, (i) a distribution of shares of the Company's Preferred Stock in a Public Offering Liquidation shall be considered to have been a distribution of the number of shares of Common Stock into which such Preferred Stock is convertible on the date of such liquidation, and (ii) a distribution of any other property other than Common Stock in a Public Offering Liquidation shall be considered to have been a distribution of a number of shares of Common Stock equal to the quotient of (A) the aggregate fair market value of such distributed property on the date of such liquidation, as determined in good faith by the Board, divided by (B) the fair market value of one share of Common Stock on the date of such liquidation, as determined in good faith by the Board. (c) For purposes of this sectionparagraph, the following terms shall have the meanings set forth below: