FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EWC VENTURES, LLC
Exhibit 10.1
FIRST AMENDMENT TO
FIFTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
EWC VENTURES, LLC
This First Amendment (this “Amendment”) to the Fifth Amended and Restated Limited Liability Company Agreement of EWC Ventures, LLC, a Delaware limited liability company (the “Company”), dated as of April 11, 2022, amends the Company’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of August 4, 2021 otherwise defined herein have the meanings set forth in the Agreement.
WHEREAS, in accordance with Section 10.6 of the Agreement, the Managing Member and the requisite Members (the “Requisite Members”) desire to amend the Agreement as set forth in this Amendment and, by their execution and delivery of this Amendment, such Requisite Members have evidenced their authorization and approval of the terms of this Agreement; and
WHEREAS, the parties wish to amend the Agreement on the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
(b) Distribution to the Members. Subject to Sections 4.1(c), and 4.1(d) and 4.1(f), Distributions shall be made to the Members in proportion to their respective Percentage Interests.
(f) Special Distribution Rules with Respect to Unvested Units. A Member holding an Unvested Common Unit shall be entitled to receive Distributions in respect of such Unvested Common Unit equal to the applicable portion of its Tax Distribution (if any) made with respect to the Common Unit in accordance with Section 4.1(d). Notwithstanding anything contained in Section 4.1(b) to the contrary, Distributions under Section 4.1(b) that would otherwise be made to any Member holding Unvested Common Units will be reserved by the Company in respect of such Unvested Common Unit and distributed to such Member holding such Unvested Common Units at such times as the Managing Member determines following the date such Unvested Common Units become Vested Common Units. If any Member holding Unvested Common Units forfeits such Unvested Common Units, or such Units are otherwise terminated under the terms set forth in this Agreement or the applicable Incentive Plan and/or the Management Holdco Equity Agreements pursuant to which such Common Units were issued or otherwise become incapable of becoming Vested Common Units, then any amounts that
would have been distributed with respect to such Unvested Common Units shall be retained by EWC Ventures, LLC, and EWC Ventures, LLC shall not have any obligation to distribute such amount to any Member.
(i) If to the Company, at its principal place of business indicated herein, or at such other address as the Company may hereafter designate by written notice to the Members, with a copy (which shall not constitute notice) to:
Ropes & Xxxx LLP
Prudential Tower
000 Xxxxxxxx Xx
Xxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxx
Email: Xxxxxx.Xxxxxx@xxxxxxxxx.xxx
“Percentage Interest” means, with respect to any Member, a fractional amount, expressed as a percentage: (i) the numerator of which is the aggregate number of Common Units owned of record thereby (including any Unvested Common Units) and (ii) the denominator of which is the aggregate number of Common Units issued and outstanding (including any Unvested Common Units). The sum of the outstanding Percentage Interests of all Members shall at all times equal 100%.
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IN WITNESS WHEREOF, this Amendment has been executed by Managing Member and the Requisite Members as of the date first above written.
Managing Member: |
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By: |
/s/ Xxxxx Xxxx |
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Name: |
Xxxxx Xxxx |
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Title: |
Chief Executive Officer |
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Requisite Members: |
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By: |
/s/ Xxxxx Xxxx |
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Name: |
Xxxxx Xxxx |
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Title: |
Chief Executive Officer |