Common use of Units; Admission of Members Clause in Contracts

Units; Admission of Members. (a) Each Member’s ownership interest in the Company shall be represented by Units, which may be divided into one or more types, classes or series, or subseries of any type, class or series, with each type, class or series, or subseries thereof, having the rights and privileges, set forth in this Agreement. (b) The Managing Member shall have the right to authorize and cause the Company to issue (A) an unlimited number of Common Units and (B) an unlimited number of Profits Units. The number and type of Units issued to each Member shall be set forth opposite such Member’s name on the schedule of Members of the Company held by the Company in its books and records (the “Member Schedule”). The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of Additional Members or Substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Common Units and Profits Units may be subject to vesting and other terms and conditions as set forth in the Vesting Letters. Each Profits Unit shall be subject to a hurdle amount (the “Hurdle Amount”), which shall be: (i) as of the date hereof with respect to each outstanding Profits Unit, as set forth on the Member Schedule (or in the applicable Vesting Letter) or, (ii) with respect to each subsequently issued Profits Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Managing Member to be necessary to cause such Profits Unit to constitute a Profits Interest, as set forth on the Member Schedule, and (iii) with respect to each subsequently issued Profits Unit that is not intended to constitute a Profits Interest, the amount as determined by the Managing Member and set forth on the Member Schedule or the applicable Vesting Letter. The Hurdle Amount may be adjusted by the Managing Member in good faith to account for Capital Contributions and distributions made pursuant to Section 5.03(b). Each subsequently issued Profits Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00). (d) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series, in each case, having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve in its discretion. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and the resulting dilution, which shall be borne pro rata by all Members based on their Common Units and Profits Units (taking into account the applicable Hurdle Amounts).

Units; Admission of Members. (a) Each Member’s ownership interest in the Company shall be represented by Units, which may be divided into one or more types, classes or series, or subseries of any type, class or series, with each type, class or series, or subseries thereof, having the rights and privileges, set forth in this Agreement. (b) The Managing Member shall have the right to authorize and cause the Company to issue (A) an unlimited number of Common Units and (B) an unlimited number of Profits Units. The number and type of Units issued to each Member shall be set forth opposite such Member’s name on the schedule of Members of the Company held by the Company in its books and records (the “Member Schedule”). The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption redemption, conversion or Transfer, the admission of Additional Members or Substitute Members and the resulting Percentage Interest of each Member. The Managing Member may from time to time redact the Member Schedule in its sole discretion and no Person other than the Managing Member, the GGC Member and the BSMH Member shall have a right to review the unredacted Member Schedule, unless otherwise required by applicable Law. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. Fractional Units are hereby expressly permitted. (c) The Common Units and Profits Units may be subject to vesting and other terms and conditions as set forth in the Vesting Letters. Each Profits Unit shall be subject to a hurdle amount (the “Hurdle Amount”), which shall be: (i) as of the date hereof with respect to each outstanding Profits Unit, as set forth on the Member Schedule an Award Agreement (or in the applicable Vesting Letter) or, (ii) with respect to each subsequently issued Profits Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Managing Member to be necessary to cause such Profits Unit to constitute a Profits Interest, as set forth on the Member Schedule, and (iii) with respect to each subsequently issued Profits Unit that is not intended to constitute a Profits Interest, the amount as determined by the Managing Member and set forth on the Member Schedule or the applicable Vesting Letter. The Hurdle Amount may be adjusted by the Managing Member in good faith to account for Capital Contributions and distributions made pursuant to Section 5.03(b). Each subsequently issued Profits Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00Award Agreements). (d) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series, in each case, having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve in its discretion. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and the resulting dilution, which shall be borne pro rata by all Members based on their Common Units. (e) Unvested Common Units shall be subject to the terms of this Agreement and Profits any applicable Award Agreement(s). Unvested Common Units (taking into account that fail to vest and are forfeited by the applicable Hurdle Amounts)Member shall be cancelled by the Company (and shares of Class B Common Stock held by the applicable Member shall be cancelled, in each case for no consideration) and shall not be entitled to any distributions pursuant to Section 5.03. (f) Unless the Managing Member otherwise directs, Units will not be represented by certificates.

Units; Admission of Members. (a) Each Member’s ownership interest in the Company shall be represented by Units, which may be divided into one or more types, classes or series, or subseries of any type, class or series, with each type, class or series, or subseries thereof, having the rights and privileges, set forth in this Agreement. (b) The Managing Member shall have the right to authorize and cause the Company to issue (A) an unlimited number of Common Units and (B) an unlimited number of Profits Units. The number and type of Units issued to each Member shall be set forth opposite such Member’s name on the schedule of Members of the Company held by the Company in its books and records (the “Member Schedule”). The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of Additional Members or Substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Common Units and Profits Units may be subject to vesting and other terms and conditions as set forth in the Vesting Letters. Each Profits Unit shall be subject to a hurdle amount (the “Hurdle Amount”), which shall be: (i) as of the date hereof with respect to each outstanding Profits Unit, as set forth on the Member Schedule (or in the applicable Vesting Letter) or, (ii) with respect to each subsequently issued Profits Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Managing Member to be necessary to cause such Profits Unit to constitute a Profits Interest, as set forth on the Member Schedule, and (iii) with respect to each subsequently issued Profits Unit that is not intended to constitute a Profits Interest, the amount as determined by the Managing Member and set forth on the Member Schedule or the applicable Vesting Letter. The Hurdle Amount may be adjusted by the Managing Member in good faith to account for Capital Contributions and distributions made pursuant to Section 5.03(b). Each subsequently issued Profits Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00). (d) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series, in each case, having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve in its discretion. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances and the resulting dilution, which shall be borne pro rata by all Members based on their Common Units and Profits Units (taking into account the applicable Hurdle Amounts).

Units; Admission of Members. (a) Each Member’s ownership interest in the Company shall be represented by Units, which may be divided into one or more types, classes or series, or subseries of any type, class or series, with each type, class or series, or subseries thereof, having the rights and privileges, set forth in this Agreement. (b) The Managing Member shall have the right to authorize and cause the Company to issue (A) an unlimited number of Common Units and (B) an unlimited number of Profits Units. The number and type of Units issued to each Member shall be set forth opposite such Member’s name on the schedule of Members of the Company held by the Company in its books and records Schedule A (the “Member Schedule”). The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Managing Member to reflect such issuance, repurchase, redemption or Transfer, the admission of Additional Members or Substitute Members and the resulting Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein. (c) The Common Units Subject to Section 3.01(a) and Profits Units may be subject to vesting and other terms and conditions as set forth in the Vesting Letters. Each Profits Unit shall be subject to a hurdle amount (the “Hurdle Amount”), which shall be: (i) as of the date hereof with respect to each outstanding Profits Unit, as set forth on the Member Schedule (or in the applicable Vesting Letter) or, (ii) with respect to each subsequently issued Profits Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Managing Member to be necessary to cause such Profits Unit to constitute a Profits Interest, as set forth on the Member Schedule, and (iii) with respect to each subsequently issued Profits Unit that is not intended to constitute a Profits InterestArticle IV, the amount as determined by the Managing Member and set forth on the Member Schedule or the applicable Vesting Letter. The Hurdle Amount may be adjusted by the Managing Member in good faith to account for Capital Contributions and distributions made pursuant to Section 5.03(b). Each subsequently issued Profits Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00). (d) The Managing Member may cause the Company to authorize and issue from time to time such other Units or other Equity Securities of any type, class or series, in each case, having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units or other Equity Securities may be issued pursuant to such agreements as the Managing Member shall approve in its discretion. When any such other Units or other Equity Securities are authorized and issued, the Member Schedule and this Agreement shall be amended by the Managing Member to reflect such additional issuances issuances. (d) If any Units are subject to an Award Agreement or the Equity Incentive Plan, such Units may be subject to vesting and other terms and conditions set forth in such Award Agreements or such Equity Incentive Plan. Unvested Units shall be subject to the terms of this Agreement and the resulting dilutionapplicable Award Agreements and any Equity Incentive Plan, which and the Managing Member shall interpret and administer the Award Agreements and Equity Incentive Plan and adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Units in good faith in accordance with this Agreement and the applicable Award Agreements and Equity Incentive Plan. Unvested Common Units that fail to vest and are forfeited by the applicable Member shall be borne pro rata cancelled by all Members based on their the Company (and corresponding shares of Class B Common Units and Profits Units (taking into account Stock held by the applicable Hurdle Amounts)Member (if any) shall be cancelled, in each case for no consideration) and shall not be entitled to any distributions pursuant to Section 5.03. (e) Unless the Managing Member otherwise directs, Units will not be represented by certificates.