Profits Interest Grant Agreement
Exhibit 2
Profits Interest Grant Agreement
This PROFITS INTEREST GRANT AGREEMENT (this “Agreement”), dated as of June 23, 2021 (the “Effective Date”), is entered into by and between Alternative Fund Advisors Holdings, LLC, a Delaware limited liability company (the “Company”), and Echelon Investment Partners Master, LP (“Holder”).
Grant Date: | Effective Date | |||
Total Number of Profits Interest Units | ||||
Subject to this Agreement | 132,743 | |||
Distribution Threshold | $ | 2,577,549.90 |
Xxxxxx hereby acknowledges and agrees that:
A. | The Profits Interest Units shall vest and shall be subject to repurchase by the Company, in each case, in accordance with the Repurchase Agreement, and nothing in this Agreement, the LLC Agreement or the Repurchase Agreement shall confer upon Holder any right with respect to future awards. Xxxxxx expressly acknowledges and agrees that the Profits Interest Units constitute the sole equity or other ownership interest in the Company beneficially owned by Holder upon the grant of the Profits Interest Units, and Xxxxxx does not beneficially own any other equity or other ownership interest in the Company. |
X. | Xxxxxx has been provided with a copy of, or the opportunity to review, the LLC Agreement and the Repurchase Agreement and Holder either has reviewed carefully the LLC Agreement and the Repurchase Agreement or, in Holder’s business judgment, has decided not to review the LLC Agreement and the Repurchase Agreement. As a condition to the issuance of Profits Interest Units pursuant to this Agreement, Xxxxxx has executed and delivered to the Company, a counterpart signature page to the LLC Agreement and the Repurchase Agreement (or a joinder or other form of agreement to be bound in a form acceptable to the Manager), agreeing to be bound by all the terms and conditions of the LLC Agreement and the Repurchase Agreement, and to perform and comply with all the duties of a Member and a Class C Unitholder under the LLC Agreement. |
C. | The Profits Interest Units shall be treated as a separate “profits interest” within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, and shall be subject to Section 3.3 of the LLC Agreement. |
D. | The Profits Interest Units shall be subject to restrictions on transfer, as set forth in the LLC Agreement and the Repurchase Agreement and shall be dilutable along with the other LLC Interests of the Company. |
E. | The Profits Interest Units have not be registered under the Securities Act of 1933, as amended (the “Act”), or any other applicable federal or state securities laws, and accordingly, absent such registration, the Profits Interest Units may not be re-offered, resold, or otherwise pledged, hypothecated, transferred or encumbered unless the Profits Interest Units are registered pursuant to the Act and any other applicable federal or state securities laws, or appropriate exemptions from the registration requirements of such securities laws are available and the Company has received, if so requested by the Company, an opinion of Xxxxxx’s counsel, in form and substance satisfactory to the Company, to such effect. |
X. | Xxxxxx is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Profits Interest Units. Holder is acquiring the Profits Interest Units for investment for its own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Act. |
G. | The Company makes no representation or warranty whatsoever as to the tax effect, if any, of the foregoing grant. |
[Signature Page Follows]
IN WITNESS WHEREOF, this Profits Interest Grant Agreement has been executed as of the first date set forth above.
Alternative Fund Advisors Holdings, LLC | ||
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: | Manager | |
HOLDER | ||
ECHELON INVESTMENT PARTNERS MASTER, LP | ||
/s/ Xxxxxxx X. Xxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Managing Member of GP |
ALTERNATIVE FUND ADVISORS HOLDINGS, LLC
The undersigned hereby agrees to become a Member under, and to be bound by, that certain First Amended and Restated Liability Company Agreement of Alternative Fund Advisors Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of June 18, 2021 (as the same may be amended from time to time in accordance with the terms thereof, the “Limited Liability Company Agreement”).
This Agreement to be Bound shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by, such Limited Liability Company Agreement immediately upon execution and delivery to the Company of this Agreement to be Bound and countersignature of this Agreement to be Bound by the Company.
Signature: | ||
HOLDER | ||
ECHELON INVESTMENT PARTNERS MASTER, LP | ||
/s/ Xxxxxxx X. Xxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | Managing Member of GP | |
Address: | ||
C/O Echelon Investment Partners LP 000 XX 00xx Xxxxxx, | ||
Xxxxx 000 Xxxx Xxxxx, XX 00000 | ||
E-mail: | xxxxxxxx@xxxxxxxxxxxxx.xxx | |
Date: | 06/23/2021 |
Accepted as of June 23, 2021: | ||
Alternative Fund Advisors Holdings, LLC | ||
By: | /s/ Xxxxx Xxxxx | |
Name: | Xxxxx Xxxxx | |
Title: | Manager |