Common use of Vesting of Issued Common Stock Clause in Contracts

Vesting of Issued Common Stock. On the Effective Date, 42.19% of the Issued Common Stock shall be vested. The remaining 32.81% of the Issued Common Stock shall vest in equal quarterly installments (4.6875% per quarter) with the first 4.6875% vesting on March 31, 2013, and the final (and only the final) 25% of Issued Common Stock (the “Liquidity Common Stock”) shall (i) vest upon the earlier of (A) the Investor Parties (as defined in Exhibit A attached hereto) selling 75% or more of the shares of Common Stock they received immediately prior to the consummation of the IPO to non-Affiliated Persons on or after the date of the IPO or (B) the Investor Parties owning less than 25% of the total outstanding shares of Common Stock on or after the date of the IPO (the occurrence of a vesting event described in clause (A) or (B) being referred to as a “Liquidity Event”), (ii) vest immediately prior to the dissolution of the Company or (iii) vest as provided below in the event of a Change in Control, provided that in the case of all of clauses (i), (ii) and (iii) that on each such vesting date Executive must have been continually employed by the Company Group. Notwithstanding the foregoing: (i) if a Complete Sale or a dissolution of the Company occurs, then all unvested Issued Common Stock (not just the Liquidity Common Stock) shall vest immediately prior to the occurrence of such event; (ii) if a Change in Control occurs pursuant to clause (1) of the definition of Change in Control, then an amount of Liquidity Common Stock shall vest immediately prior to the occurrence of such event equal to (x) .25 multiplied by (y) the percentage of the Common Stock sold by Investor or its Affiliates (such percentage sold being calculated by taking the number of shares sold by Investor and dividing such amount by the number of shares of Common Stock held by Investor immediately prior to the consummation of the IPO), multiplied by (z) the amount of Issued Common Stock (For example, if Investor sells 50% of its Common Stock to XYZ, then 50% of the Liquidity Common Stock (12.5% of the total Issued Common Stock) would vest), and (iii) if a Change in Control occurs pursuant to clause (2) of the definition of Change in Control, then the Liquidity Common Stock shall vest immediately prior to the occurrence of such event.