Common use of Vesting Upon a Change of Control Clause in Contracts

Vesting Upon a Change of Control. Notwithstanding Section 2(b)(i): (A) all Time Units that have not previously vested will become Vested Units upon a Change of Control; and (B) all Time-Performance Units that have not previously vested will vest in full upon a Change of Control if the Return Hurdle has been met. In the event of a Change of Control in which all or a portion of the consideration payable to the Company’s equityholders is in the form of equity securities, the value of the equity securities will be included in the calculation of whether the Return Hurdle has been met. If the Return Hurdle has not been met, then that number of Time-Performance Units that have not previously vested will vest as follows: (i) the total number of unvested Time-Performance Units multiplied by (ii) the Percentage. The Percentage shall equal the following number, expressed as a percentage: (x) 0.5 multiplied by (y) the percentage by which the Return exceeds 100% of THL’s Investment. For purposes of illustration only, if the Return was 150%, then the Time-Performance Units would be 25% vested, and if the Return was 110%, then the Time-Performance Units would be 5% vested

Vesting Upon a Change of Control. Notwithstanding Section 2(b)(i1(b)(i): (A) all Time Units that have not previously vested will become Vested Units vested upon a Change of Control; and (B) all Time-Performance Units that have not previously vested will vest in full upon a Change of Control if the Return Hurdle has been met. In the event of a Change of Control in which all or a portion of the consideration payable to the Company’s equityholders is in the form of equity securities, the value of the equity securities will be included in the calculation of whether the Return Hurdle has been met. If the Return Hurdle has not been met, then that number of Time-Performance Units that have not previously vested will vest as follows: (i) the total number of unvested Time-Performance Units multiplied by (ii) the Percentage. The Percentage shall equal the following number, expressed as a percentage: (x) 0.5 multiplied by (y) the percentage by which the Return exceeds 100% of THL’s Investment. For purposes of illustration only, if the Return was 150%, then the Time-Performance Units would be 25% vested, and if the Return was 110%, then the Time-Performance Units would be 5% vested.