Common use of Class B Common Units Clause in Contracts

Class B Common Units. (a) As of the date hereof, the Company authorized and reserved for issuance under the Equity Incentive Plan, 112.227 Class B Common Units (the “Equity Incentive Pool”). To the extent that, on or after the date hereof, any Class B Common Units are issued under the Equity Incentive Plan and then such Class B Common Units are forfeited, canceled or otherwise terminated, or the Class B Common Units are not delivered because an award under the Equity Incentive Plan is settled in cash or used to satisfy the applicable tax withholding obligation, such Class B Common Units shall remain part of the authorized Class B Common Units. Subject to the provisions of the Securityholders Agreement, the size of the Equity Incentive Pool can be increased by the Board at any time in its sole discretion. (b) It is each Member's intention that the Class B Common Units issued under the Equity Incentive Plan shall represent interests in the Profits and Losses, but not the capital, of the Company. As a condition to the award of any Class B Common Units under the Equity Incentive Plan, the intended recipient of such Class B Common Units shall execute a restricted units or similar agreement, in a form approved by the Board, and shall take such other steps, and execute such other documents as are contemplated thereunder. The Class B Common Units issued pursuant to the Equity Incentive Plan may be subject to the vesting terms, if any, a Participation Threshold and/or any other terms set forth in the applicable grant agreements by and between the Company and the holder of the Class B Common Units. (c) The Class B Common Units granted on the date hereof pursuant to the Equity Incentive Plan shall be subject to a “participation threshold” (a “Participation Threshold”), and the Board shall establish a Participation Threshold with respect to any subset of Class B Common Units granted on any future date. The Participation Threshold for any subset of Class B Common Units granted on the same date shall be calculated as of the time immediately prior to the issuance of such Class B Common Units and shall equal the Net Equity Value as of such time. Notwithstanding the foregoing, the Participation Threshold of a subset of Class B Common Units shall not be less than zero. The Participation Threshold of a subset of Class B Common Units shall be met at such time as the aggregate prior and current distributions under Section 7.1 with respect to any Class A Common Units and any Class B Common Units with a lower Participation Threshold than that of the subset in question equals the Participation Threshold of that subset of Class B Common Units. For the avoidance of any doubt, in the event that any Class B Common Units are not entitled to participate in distributions under Section 7.1 (because their applicable Participation Threshold has not been reached), the amount distributable to such Class B Common Units but for the limitation imposed by this Section 4.5(c) shall be distributed to the holders of Class A Common Units and Class B Common Units with a lower Participation Threshold in accordance with the provisions of Section 7.1.

Class B Common Units. (ai) As of Notwithstanding anything to the date hereofcontrary in this Agreement, the Company authorized and reserved for issuance under the Equity Incentive Plan, 112.227 Class B Common Units (the “may be issued only pursuant to an Equity Incentive Pool”)Award Agreement. To the extent that, Class B Members shall not be entitled to vote on or after consent with respect to any matters submitted to a vote or requiring consent of the date hereofMembers, any other than on matters that adversely affect such Class B Members as a class in a manner that is disproportionate to the Class A Members as a class. Class B Common Units are issued under intended to be treated for U.S. federal income tax purposes as a profits interest within the Equity Incentive Plan meaning of IRS Revenue Procedures 93-27 and then such Class B Common Units are forfeited2001-43 and, canceled or otherwise terminatedaccordingly, or prior to the Class B Common Units are not delivered because an award under the Equity Incentive Plan is settled in cash or used to satisfy the applicable tax withholding obligation, such Class B Common Units shall remain part issuance of the authorized any Class B Common Units. Subject to , the provisions Board will determine, by whatever means or methods it deems appropriate, the Fair Market Value of the Securityholders Agreementaggregate equity of the Company as of the date of the issuance (such value, as increased by any additional Capital Contributions after such issuance, the size applicable “Baseline Value”). For the avoidance of doubt, the Equity Incentive Pool can be increased by the Board at any time in its sole discretion. (b) It is each Member's intention that the Baseline Value for all Class B Common Units issued under prior to the Equity Incentive Plan Effective Date shall represent interests in the Profits and Losses, but not the capital, be affected as a result of the CompanyEffective Date Transactions. As a condition to the award of any A Class B Common Units under Unit shall be entitled only to share in the Equity Incentive Plan, appreciation in the intended recipient Fair Market Value of such Class B Common Units shall execute a restricted units or similar agreement, the aggregate equity in a form approved by the Board, Company over and shall take such other steps, and execute such other documents as are contemplated thereunderabove its applicable Baseline Value. The Class B Common Units issued pursuant to at the Equity Incentive Plan may be subject to the vesting terms, if any, a Participation Threshold and/or any other terms set forth in the applicable grant agreements by and between the Company and the holder of the Class B Common Units. (c) The Class B Common Units granted on the date hereof pursuant to the Equity Incentive Plan same Baseline Value shall be subject to a “participation threshold” (a “Participation Threshold”), and the Board shall establish a Participation Threshold with respect to any subset of Class B Common Units granted on any future date. The Participation Threshold for any subset of Class B Common Units granted on the same date shall be calculated treated as of the time immediately prior to the issuance of such Class B Common Units and shall equal the Net Equity Value as of such time. Notwithstanding the foregoing, the Participation Threshold of a subset of Class B Common Units shall not be less than zero. The Participation Threshold of a subset of Class B Common Units shall be met at such time as the aggregate prior and current distributions under Section 7.1 with respect to any Class A Common Units and any Class B Common Units with a lower Participation Threshold than that of the subset in question equals the Participation Threshold of that subset one subclass of Class B Common Units. For Notwithstanding anything to the avoidance of any doubtcontrary contained herein, in addition to any conditions or restrictions on the event that any Class B Common Units are not entitled to participate contained in distributions under Section 7.1 (because their applicable Participation Threshold has not been reached)this Agreement, the amount distributable to such Class B Common Units but for may also be subject to such other conditions and restrictions (including vesting criteria) as determined by the limitation imposed by Board and set forth in an Equity Award Agreement executed and delivered in connection with any such issuance or grant. Notwithstanding any provision contained in this Section 4.5(c) Agreement or any Equity Award Agreement to the contrary, the terms and provisions of this Agreement and any Equity Award Agreement shall be distributed interpreted consistently with the intention to treat Class B Common Units as profits interests for U.S. federal income tax purposes. In accordance with IRS Revenue Procedure 2001-43, the Company shall treat the holders of Class A Common Units and Class B Common Units with a lower Participation Threshold in accordance with as partners from the provisions date of Section 7.1.grant, whether or not vested, and shall file its IRS Form 1065 and issue the appropriate K-1s to such

Class B Common Units. (ai) As of Notwithstanding anything to the date hereofcontrary in this Agreement, the Company authorized and reserved for issuance under the Equity Incentive Plan, 112.227 Class B Common Units (the “may be issued only pursuant to an Equity Incentive Pool”)Award Agreement. To the extent that, Class B Members shall not be entitled to vote on or after consent with respect to any matters submitted to a vote or requiring consent of the date hereofMembers, any other than on matters that adversely affect such Class B Members as a class in a manner that is disproportionate to the Class A Members as a class. Class B Common Units are intended to be treated for U.S. federal income tax purposes as a profits interest within the meaning of IRS Revenue Procedures 93-27 and 2001-43 and, accordingly, prior to the issuance of any Class B Common Units, the Board will determine, by whatever means or methods it deems appropriate, the Fair Market Value of the aggregate equity of the Company as of the date of the issuance (such value, as increased by any additional Capital Contributions after such issuance, the applicable “Baseline Value”). For the avoidance of doubt, the Baseline Value for all Class B Common Units issued under prior to the Effective Date shall not be affected as a result of the Effective Date Transactions. A Class B Common Unit shall be entitled only to share in the appreciation in the Fair Market Value of the aggregate equity in the Company over and above its applicable Baseline Value. Class B Common Units issued at the same Baseline Value shall be treated as one subclass of Class B Common Units. Notwithstanding anything to the contrary contained herein, in addition to any conditions or restrictions on the Class B Common Units contained in this Agreement, the Class B Common Units may also be subject to such other conditions and restrictions (including vesting criteria) as determined by the Board and set forth in an Equity Incentive Plan Award Agreement executed and then delivered in connection with any such issuance or grant. Notwithstanding any provision contained in this Agreement or any Equity Award Agreement to the contrary, the terms and provisions of this Agreement and any Equity Award Agreement shall be interpreted consistently with the intention to treat Class B Common Units as profits interests for U.S. federal income tax purposes. In accordance with IRS Revenue Procedure 2001-43, the Company shall treat the holders of Class B Common Units as partners from the date of grant, whether or not vested, and shall file its IRS Form 1065 and issue the appropriate K-1s to such holder, allocating to such holder its distributive share of income, gain, loss, deduction and credit as if the holder was fully vested in such Class B Common Units. Each holder of a Class Common B Unit agrees to take into account the holder’s distributive share of income, gain, loss, deduction and credit in computing the holder’s federal income tax liability. The Company and each Member agree not to claim a deduction in connection with the issuance of Class Common B Units. (ii) Any Class B Member that receives Class B Common Units are forfeitedshall make an election under Code Section 83(b) with respect to the Class B Common Units received under an Equity Award Agreement, canceled and will deliver to the Company a completed, executed copy of such Section 83(b) election. The Class B Member agrees to file the election (or otherwise terminatedto permit the Company to file such election on the Class B Member’s behalf) within 30 days after the issue date of the Class B Common Units hereunder with the IRS Service Center at which such Class B Member files his or her personal income tax returns, or and to file a copy of such election with the Class B Member’s federal income tax return for the Member’s taxable year in which the Class B Common Units are not delivered because an award under the issued. (iii) The Equity Incentive Plan is settled in cash or used provides for the issuance of up to satisfy the applicable tax withholding obligation, such 2,336,905 Class B Common Units shall remain part and an equal number of the authorized Class B Common Units. Subject to the provisions of the Securityholders Agreementcorresponding incentive plan units (in each case, the size of the Equity Incentive Pool can or such other amount as may be increased approved by the Board at any from time in its sole discretion. (b) It is each Member's intention that the to time with Requisite Member Approval), of which 894,102 Class B Common Units issued under the Equity Incentive Plan shall represent interests in the Profits (and Losses, but not the capital, an equal number of corresponding incentive plan units) out of the Company. As a condition to the award of any 2,336,905 total Class B Common Units under the Equity Incentive Plan, the intended recipient of such Class B Common Units shall execute a restricted units or similar agreement, in a form approved by the Board, (and shall take such other steps, and execute such other documents as are contemplated thereunder. The Class B Common Units issued incentive plan units) issuable pursuant to the Equity Incentive Plan may be subject to the vesting terms, if any, a Participation Threshold and/or any other terms set forth in the applicable grant agreements by and between the Company and the holder of the Class B Common Units. (c) The Class B Common Units granted on the date hereof pursuant to the Equity Incentive Plan shall be subject to a “participation threshold” (a “Participation Threshold”), and the Board shall establish a Participation Threshold with respect to any subset of Class B Common Units granted on any future date. The Participation Threshold for any subset of Class B Common Units granted on the same date shall be calculated have been issued as of the time immediately prior to the issuance of such Class B Common Units and shall equal the Net Equity Value as of such time. Notwithstanding the foregoing, the Participation Threshold of a subset of Class B Common Units shall not be less than zero. The Participation Threshold of a subset of Class B Common Units shall be met at such time as the aggregate prior and current distributions under Section 7.1 with respect to any Class A Common Units and any Class B Common Units with a lower Participation Threshold than that of the subset in question equals the Participation Threshold of that subset of Class B Common Units. For the avoidance of any doubt, in the event that any Class B Common Units are not entitled to participate in distributions under Section 7.1 (because their applicable Participation Threshold has not been reached), the amount distributable to such Class B Common Units but for the limitation imposed by this Section 4.5(c) shall be distributed to the holders of Class A Common Units and Class B Common Units with a lower Participation Threshold in accordance with the provisions of Section 7.1Effective Date.