Common use of Membership Interests; Initial Capitalization; Initial Capital Accounts Clause in Contracts

Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The LLP shall have three authorized classes of Membership Interests, consisting of 354,500 Class B Membership Interests, 15 Class D Membership Interests and 24,000 Class E-1 Membership Interests. A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the LLP or any of its Subsidiaries shall be deemed not to be outstanding. The LLP may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place. (b) Upon the execution and delivery of the Amended and Restated Limited Liability Company Agreement of the LLP, dated October 6, 2009, each of the Persons named as a Member on the Schedule of Members as of the Initial Effective Date was admitted as a Member of the LLP, with the type and number of Membership Interests set forth on the Schedule of Members at such time, with effect as of the Initial Effective Date. The LLP shall update the Schedule of Members to reflect any changes in the Members and the Membership Interests of the Members after the Initial Effective Date in accordance with the terms of this Agreement (provided that the LLP’s failure to amend such Schedule of Members shall not affect or impair the rights or Membership Interest of any Member). The initial Capital Account balance of each Member shall be deemed to be the amount set forth opposite its name on the Schedule of Members as of the Initial Effective Date. (c) Any Class D Membership Interest cancelled pursuant to the terms of Section 8.1(c) shall be immediately available for issue to any other Person elected to be a Manager in accordance with the terms of this Agreement.

Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The LLP Company shall have three two authorized classes of Membership Interests, consisting of 354,500 800,000 Class A Membership Interests which may be issued in one or more series and 200,000 Class B Membership Interests; provided, 15 however, if there is an automatic conversion of the Class D B Membership Interests and 24,000 pursuant to Section 3.9, the number of authorized Class E-1 A Membership InterestsInterests shall automatically be increased by that number of additional Class A Membership Interests necessary to effect such conversion; provided, further, PALOALTO 54383 19 that if there are additional Class A Membership Interests issued upon the exercise of an Altemnative Call Option or Incremental Call Option pursuant to Section 3.5 the number of authorized Class A Membership Interests shall automatically be increased by that number of additional Class A Membership Interests necessary to effect any such exercises. A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the LLP Company or any of its Subsidiaries shall be deemed not to be outstanding. The LLP Company may issue fractional Membership Interests pursuant to the terms tenns of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place. (b) Upon the execution and delivery of the Amended and Restated Limited Liability Company Agreement of the LLP, dated October 6, 2009this Agreement, each of the Persons named as a Member on the Schedule of Members as of the Initial Effective Date was shall be admitted as a Member of the LLP, Company with the type and number of Membership Interests set forth on the Schedule of Members at such timeMembers, with effect as of the Initial Effective Date, in exchange for having made such capital contribution as set forth on the Schedule of Members. The LLP Company shall update the Schedule of Members to reflect any changes in the Members and Members, capital contributions, the Membership Interests and the Total Interest of the Members after the Initial Effective Date in accordance with the terms of this Agreement Agreement. The Company shall maintain a separate capital account (provided a "Capital Account ") for each Member in accordance with Section I1.704- I(b)(2)(iv) of the Treasury Regulations. The Capital Account of each Member that owns more than one class of Membership Interests shall contain a separate subaccount (each, a "Subaccount") in respect of each class of Membership Interests owned by such Member. Each Subaccount shall be maintained in the LLP’s failure same manner as the Capital Accounts taking into account allocations of profits and losses, distributions, revaluations and other items related to amend the class of Membership Interests to which such Schedule of Members shall not affect or impair the rights or Membership Interest of any Member)Subaccount relates. The initial Capital Account balance and the Class A and Class B Subaccount balances of each Member the Members shall be deemed to be the amount amounts set forth opposite its name on the Schedule of Members as of the Initial Effective DateMembers. (c) Any Class D Membership Interest cancelled pursuant to the terms of Section 8.1(c) shall be immediately available for issue to any other Person elected to be a Manager in accordance with the terms of this Agreement.

Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Prior to the Fifth Amended Agreement Effective Date, the LLP shall have had three authorized classes of Membership Interests, consisting of including 354,500 Class B Membership Interests, 15 Class D Membership Interests and 24,000 Class E-1 Membership Interests. Immediately upon the Fifth Amended Agreement Effective Date, all Class D Membership Interests are cancelled, and each Class E-1 Membership Interest is automatically converted into a Class B Membership Interest. Following such effective date, the LLP shall have one authorized class of Membership Interests, consisting of 378,500 Class B Membership Interests. A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the LLP or any of its Subsidiaries shall be deemed not to be outstanding. The LLP may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place. (b) Upon the execution and delivery of the Amended and Restated Limited Liability Company Agreement of the LLP, dated October 6, 2009, each of the Persons named as a Member on the Schedule of Members as of the Initial Effective Date was admitted as a Member of the LLP, with the type and number of Membership Interests set forth on the Schedule of Members at such time, with effect as of the Initial Effective Date. The LLP shall update the Schedule of Members to reflect any changes in the Members and the Membership Interests of the Members after the Initial Effective Date in accordance with the terms of this Agreement (provided that the LLP’s failure to amend such Schedule of Members shall not affect or impair the rights or Membership Interest of any Member). The initial Capital Account balance of each Member shall be deemed to be the amount set forth opposite its name on the Schedule of Members as of the Initial Effective Date. (c) Any Class D Membership Interest cancelled pursuant to the terms of Section 8.1(c) shall be immediately available for issue to any other Person elected to be a Manager in accordance with the terms of this Agreement.