Common use of Classes of Shares Clause in Contracts

Classes of Shares. (a) Interests of Members in the net income and losses (as defined in Code Section 704 and the Treasury Regulations promulgated thereunder) of the LLC and the right of Members to distributions and allocations and a return of capital contributions and other amounts specified herein shall be evidenced by shares of interest in the LLC (“Shares”). There shall be one class of Shares, with the following voting and economic rights: “Common Shares” which will generally represent an ownership interest in the capital and profits of the LLC. The Common Shares shall be Voting Shares. The Common Shares shall be entitled to distributions in accordance with the provisions of Articles XI and XIII. There shall be 99,000,000 Common Shares authorized. (b) Subject to compliance with this Agreement, the Board of Directors may from time to time issue additional Common Shares (or options, warrants or other securities convertible into or exercisable for Common Shares) to existing Members or new Members and, may amend this Section 3.01, the provisions of Articles IX through XI and make other necessary conforming amendments to this Agreement to designate additional classes of Shares having different relative rights, powers and preferences, including without limitation, rights and powers that are superior and/or prior to those of the Common Shares, or the right to vote as a separate class or group on specified matters. The LLC shall have the ability to issue fractional Shares. (c) As of the date of this Agreement, awards of equity interests in the LLC may be made to officers, directors, employees, consultants and other service providers of the LLC or certain types of related entities pursuant to the terms of the ServiceSource International, LLC 2004 Omnibus Share Plan (the “2004 Plan”) and the ServiceSource International, LLC 2008 Share Award Plan (the “2008 Plan”). A total of 10,126,100 Common Shares have been reserved for issuance under the 2004 Plan and 10,000,000 Common Shares have been reserved for issuance under the 2008 Plan, or in each case such greater numbers as determined by resolution of the Board (collectively, the “Unvested Shares”). No further awards will be granted under the 2004 Plan, and the Common Shares otherwise returned to the 2004 Plan will become available for grant under the 2008 Plan. (d) In accordance with the terms of the 2004 Plan and the 2008 Plan, the Unvested Shares may be issued pursuant to agreements, options or other arrangements (the “Equity Agreements”) pursuant to which such Common Shares are subject to vesting, forfeiture and/or repurchase conditions (the “Contingencies”). Except as otherwise provided in this Agreement, prior to the termination of the Contingencies, the Unvested Shares shall not be entitled to any rights under this Agreement to receive distributions or allocations of Net Profit and Net Loss, or to participate in the pre-emptive rights set forth in Section 2.09, the rights of first refusal set forth in Section 12.04 or any co-sale rights pursuant to Section 12.05. The issued Unvested Shares shall be considered outstanding for all other purposes of this Agreement, including with respect to voting. The portion of Common Shares not subject to the Contingencies shall be deemed “Vested Shares” for purposes of this Agreement. Upon the termination of the Contingencies in accordance with the terms of the Equity Agreements, the Unvested Shares shall vest and shall immediately be deemed Vested Shares for all purposes of this Agreement. Notwithstanding the foregoing, for the purposes of Section 2.09 and 12.04 of this Agreement, all of the Shares held by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed “Vested Shares” (also referred to herein as “Vested Common Shares”).

Classes of Shares. (a) Interests The Company shall have the authority to issue the following classes and Series of Members in the net income and losses Shares: (as defined in Code Section 704 and the Treasury Regulations promulgated thereunderi) of the LLC and the right of Members to distributions and allocations and a return of capital contributions and Shares which are designated "Listed Shares"; (ii) one or more other amounts specified herein shall be evidenced by shares of interest in the LLC (“Shares”). There shall be one class classes or series of Shares, with as to which the following Board of Directors shall have the exclusive authority, by resolution or resolutions providing for the issuance of Shares or of a particular class or series thereof, to fix and determine the voting powers, full or limited or no voting power, and economic such designations, preferences, and relative, participating, optional or other special rights: “Common Shares” which will generally represent an ownership interest in , and qualifications, limitations, or restrictions thereof, as may be desired by the capital and profits Board of Directors from time to time, to the fullest extent now or hereafter permitted by the laws of the LLC. The Common Shares shall State of Delaware (collectively, all such other classes and series to be Voting referred to as the "Future Shares. The Common Shares shall be entitled to distributions in accordance with the provisions of Articles XI and XIII. There shall be 99,000,000 Common Shares authorized"). (b) Subject Each Share shall have the rights and be governed by the provisions set forth in this Agreement or in the resolutions of the Board of Directors authorizing the issuance by the Company of such Shares; and none of such Shares shall have any preemptive rights, or give the holders thereof any rights to compliance convert into any other securities of the Company, or give the holders thereof any cumulative voting rights, except as specifically set forth herein or in such resolutions. Except as otherwise provided herein or in a resolution of the Board of Directors, each Shareholder shall be entitled to one vote for each Share held by such Shareholder. (c) The Board of Directors may cause the Company to issue such numbers of Listed Shares and Future Shares from time to time as the Board of Directors may determine in its sole discretion, and the number of such Shares is not limited. (d) If the Board of Directors determines that it is necessary or desirable to amend this Agreement or to make any filings under the Act or otherwise in order to reference the existence or creation of a class or series of Future Shares, the Board of Directors may cause such amendments and filings to be made, which filings might take the form of amendments to the Certificate; provided, however, that, unless specifically required by the Act or this Agreement, no approval or consent of any Shareholders shall be required in connection with the making of any such filing or amendment. (e) The Board of Directors, without any Consent of any Shareholder required, may effect a split or reverse split of Shares of any Series or class, by adopting a resolution therefor. If the Board of Directors determines that it is necessary or desirable to make any filings under the Act or otherwise in order to reference the existence of such a split or reverse split, the Board of Directors may cause such filings to be made, which filings might take the form of amendments to the Certificate; provided, however, that, unless specifically required by the Act or this Agreement, no approval or consent of any Shareholders shall be required in connection with the making of any such filing. (f) Notwithstanding any other provisions of this Agreement, the Board of Directors may from time to time issue additional Common Shares (or optionsmay, warrants or other securities convertible into or exercisable for Common Shares) to existing Members or new Members andwithout the consent of any Shareholder, may amend this Section 3.01, the provisions of Articles IX through XI and make other necessary conforming amendments to this Agreement to designate additional classes of Shares having different relative rights, powers and preferences, including without limitation, rights and powers that are superior and/or prior the extent required to those of the Common Shares, or the right to vote as a separate class or group on specified matters. The LLC shall have the ability to issue fractional Shares. (c) As of the date of this Agreement, awards of equity interests in the LLC may be made to officers, directors, employees, consultants and other service providers of the LLC or certain types of related entities pursuant to the terms of the ServiceSource International, LLC 2004 Omnibus Share Plan (the “2004 Plan”) and the ServiceSource International, LLC 2008 Share Award Plan (the “2008 Plan”). A total of 10,126,100 Common Shares have been reserved for issuance under the 2004 Plan and 10,000,000 Common Shares have been reserved for issuance under the 2008 Plan, or in each case such greater numbers as determined by resolution of allow the Board (collectively, of Directors to exercise the “Unvested Shares”). No further awards will be powers granted under the 2004 Plan, and the Common Shares otherwise returned to the 2004 Plan will become available for grant under the 2008 Plan. (d) In accordance with the terms of the 2004 Plan and the 2008 Plan, the Unvested Shares may be issued pursuant to agreements, options or other arrangements (the “Equity Agreements”) pursuant to which such Common Shares are subject to vesting, forfeiture and/or repurchase conditions (the “Contingencies”). Except as otherwise provided in it by this Agreement, prior to the termination of the Contingencies, the Unvested Shares shall not be entitled to any rights under this Agreement to receive distributions or allocations of Net Profit and Net Loss, or to participate in the pre-emptive rights set forth in Section 2.09, the rights of first refusal set forth in Section 12.04 or any co-sale rights pursuant to Section 12.05. The issued Unvested Shares shall be considered outstanding for all other purposes of this Agreement, including with respect to voting. The portion of Common Shares not subject to the Contingencies shall be deemed “Vested Shares” for purposes of this Agreement. Upon the termination of the Contingencies in accordance with the terms of the Equity Agreements, the Unvested Shares shall vest and shall immediately be deemed Vested Shares for all purposes of this Agreement. Notwithstanding the foregoing, for the purposes of Section 2.09 and 12.04 of this Agreement, all of the Shares held by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed “Vested Shares” (also referred to herein as “Vested Common Shares”).3.1

Classes of Shares. (a) Interests of Members in the net income Inscription on a register and losses (as defined in Code Section 704 and the Treasury Regulations promulgated thereunder) for of the LLC and Shares – Rights attached to the right Shares‌ 8.5.1 LP Shares‌ The rights of Members to distributions and allocations and a return of capital contributions and other amounts specified herein shall be evidenced the Limited Partners are represented by Limited Partners’ shares of interest in (parts d'associés commanditaires) issued by the LLC Fund (“the "LP Shares”"). There shall be one class The LP Shares are registered on a list held by the Depositary. This registration gives rise to the issuance, at the request of Shareseach Limited Partner, with of a personal certificate of registration delivered by the following voting and economic rights: “Common Shares” which will generally represent an ownership interest in the capital and profits of the LLCDepositary. The Common different LP Shares are thus clearly identifiable. Transfers of LP Shares shall be Voting Sharesoccur by transfer from account to account. The Common LP Shares shall may be entitled to distributions in accordance with the provisions of Articles XI registered form (au nominatif), in either fully registered form (au nominatif pur) or in administered registered form (au nominatif administré) and XIII. There shall be 99,000,000 Common Shares authorized. (b) Subject to compliance with this Agreement, the Board of Directors may from time to time issue additional Common Shares (or options, warrants or other securities convertible into or exercisable for Common Shares) to existing Members or new Members and, may amend this Section 3.01, the provisions of Articles IX through XI and make other necessary conforming amendments to this Agreement to designate additional classes of Shares having different relative rights, powers and preferences, including without limitation, rights and powers that in both cases are superior and/or prior to those of the Common Shares, or the right to vote as a separate class or group on specified mattersnegotiable. The LLC shall have the ability to issue fractional Shares. (c) As of the date of this Agreement, awards of equity interests in the LLC LP Shares may be made to officers, directors, employees, consultants and other service providers registered on the settlement platform Euroclear. Fractions of the LLC or certain types of related entities pursuant to the terms of the ServiceSource International, LLC 2004 Omnibus Share Plan (the “2004 Plan”) and the ServiceSource International, LLC 2008 Share Award Plan (the “2008 Plan”). A total of 10,126,100 Common Shares have been reserved for issuance under the 2004 Plan and 10,000,000 Common Shares have been reserved for issuance under the 2008 Plan, or in each case such greater numbers as determined by resolution of the Board (collectively, the “Unvested Shares”). No further awards will be granted under the 2004 Plan, and the Common Shares otherwise returned to the 2004 Plan will become available for grant under the 2008 Plan. (d) In accordance with the terms of the 2004 Plan and the 2008 Plan, the Unvested LP Shares may be issued or redeemed up to four decimal places. The LP Shares are shares entitling their holders to: (i) the payment of the distributions made by the Fund pursuant to agreementsArticle 11; and (ii) one (1) voting right, options or other arrangements (as well as the “Equity Agreements”) pursuant to which such Common Shares are subject to vesting, forfeiture and/or repurchase conditions (the “Contingencies”). Except as otherwise provided in this Agreement, prior to the termination of the Contingencies, the Unvested Shares shall not be entitled to any rights under this Agreement to receive distributions or allocations of Net Profit and Net Loss, or right to participate in the preVotting Matters under the conditions set out in this LPA and pursuant to applicable regulations. Fractions of LP Shares are not entitled to vote. In compliance with limb 2 of Article L. 131-emptive 1 of the French Insurance Code (Code des assurances), in case of redemption of a Commitment expressed as units of account of a life-insurance or capitalisation contract by remittance of LP Shares, such LP Shares shall not grant voting rights set forth and shall be automatically converted, as from the date of redemption, to a newly created class of LP Shares having the same rights as the initial LP Shares, except that such new class of LP Shares shall not have voting rights. Any recipient of such LP Shares must be a Qualified Investor and shall provide any necessary KYC and AML documents as reasonably requested by the AIFM to satisfy its obligations under applicable laws and regulations. The Fund shall be reimbursed by the recipient of such LP Shares for all of the costs incurred in Section 2.09relation to the creation and issuance of such LP Shares. In any case, the rights holder of first refusal set forth in Section 12.04 or any co-sale rights pursuant to Section 12.05. The such newly issued Unvested LP Shares shall nonetheless be considered outstanding for all other purposes entitled to receipt of this Agreement, including any oral or written communication issued by the AIFM with respect to voting. The portion of Common Shares not subject to the Contingencies shall be deemed “Vested Shares” for purposes of this Agreement. Upon the termination any amendment of the Contingencies in accordance with the terms of the Equity Agreements, the Unvested Shares shall vest and shall immediately be deemed Vested Shares for all purposes of this Agreement. Notwithstanding the foregoing, for the purposes of Section 2.09 and 12.04 of this Agreement, all of the Shares held by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed “Vested Shares” (also referred to herein as “Vested Common Shares”)LPA.

Classes of Shares. (a) Interests Notwithstanding the description of Members the Offered Treasury Shares set out in the net income and losses (as defined Notice of Pre-Emptive Rights, any Pre-Emptive Rights Shareholder which delivers a Notice of Subscription in Code Section 704 and respect of Offered Treasury Shares which are Equity Shares, but which would be unable to own the class of Offered Treasury Regulations promulgated thereunder) of the LLC and the right of Members to distributions and allocations and a return of capital contributions and other amounts specified herein shall be evidenced by shares of interest Shares described in the LLC (“Shares”). There shall be one class Notice of SharesPre-Emptive Rights, with the following voting and economic rights: “Common Shares” which will generally represent an ownership interest in the capital and profits of the LLC. The Common Shares shall be Voting Shares. The Common Shares shall be entitled to distributions specify in accordance with the provisions its Notice of Articles XI Subscription that it wishes to purchase an equivalent number of Equity Shares of a class which it is permitted to own under Applicable Laws, and XIII. There shall be 99,000,000 Common Shares authorized. (b) Subject to compliance with this Agreementin such event, the Board Directors shall authorize for issuance, and the Company shall issue, to such Pre-Emptive Rights Shareholder the number of Directors may from time to time issue additional Common Equity Shares (or options, warrants or other securities convertible into or exercisable for Common Shares) to existing Members or new Members and, may amend this Section 3.01, the provisions of Articles IX through XI and make other necessary conforming amendments to this Agreement to designate additional classes of Shares having different relative rights, powers and preferences, including without limitation, rights and powers that are superior and/or prior to those of the Common Sharesclass so specified, in lieu of the authorization and issuance of that number of Offered Treasury Shares to that Pre-Emptive Rights Shareholder. 6.02 Initial Public Offering If the Company shall not have completed an initial public offering of its Equity Shares by the fourth anniversary of the Effective Date, either PSP or the right to vote as a separate class or group on specified matters. The LLC Loral shall have the ability to issue fractional Shares. (c) As of the date of this Agreementright at any time thereafter, awards of equity interests in the LLC may be made to officers, directors, employees, consultants and other service providers of the LLC or certain types of related entities pursuant by notice to the terms Company and to all other holders of Equity Shares, to cause the ServiceSource InternationalCompany to conduct an initial public offering of its Equity Shares. Within 90 days after a Loral Change of Control, LLC 2004 Omnibus Share Plan PSP shall have the right by notice to the Company and all other holders of Equity Shares to cause the Company to conduct an initial public offering (the a “2004 Plan”) and the ServiceSource International, LLC 2008 Share Award Plan (the “2008 PlanChange of Control Offering”). A total At any time after the Company has completed an initial public offering, each of 10,126,100 Common PSP and Loral (and MHR Fund, upon becoming a direct holder of Shares, from which time it shall be a Shareholder) shall have the right, on not more than two occasions, by notice to the Company and the holders of Equity Shares, to require the Company to qualify a prospectus or registration statement for the distribution of Equity Shares held by such Shareholder or MHR Fund (a “Registration Event”). In addition, at any time after the Company has completed a Change of Control Offering, PSP shall have been reserved for issuance under the 2004 Plan and 10,000,000 Common Shares have been reserved for issuance under the 2008 Plan, or in each case right (such greater numbers as determined by resolution of the Board (collectivelyright, the “Unvested SharesChange of Control Demand Right”). No further awards will be granted under , by notice to the 2004 PlanCompany and the holders of Equity Shares, to require the Company to qualify a prospectus or registration statement for the distribution of Equity Shares held by PSP (a “Change of Control Registration Event”) by the later of (x) six months following the Change of Control Offering or (y) one month after the expiration of the lock-up required by the underwriters in connection with the Change of Control Offering, and the Common Shares otherwise returned to the 2004 Plan will become available for grant under the 2008 Plan. (d) In accordance with the terms of the 2004 Plan and the 2008 Plan, the Unvested Shares may be issued pursuant to agreements, options or other arrangements (the “Equity Agreements”) pursuant to which such Common Shares are subject to vesting, forfeiture and/or repurchase conditions (the “Contingencies”). Except as otherwise provided in this Agreement, prior to the termination of the Contingencies, the Unvested Shares right shall not be entitled to any rights under this Agreement to receive distributions or allocations of Net Profit and Net Loss, or to participate in count towards the pre-emptive rights set forth in Section 2.09the immediately preceding sentence. Upon the giving of a notice of initial public offering, the rights of first refusal set forth in Section 12.04 or any Shareholders will co-sale rights pursuant operate in good faith to Section 12.05. The issued Unvested facilitate an initial public offering of Equity Shares shall be considered outstanding for all other purposes of this Agreementthe Company (including either, including with respect to voting. The portion of Common Shares not or a combination of, a primary and secondary distribution) subject to the Contingencies shall be deemed “Vested Shares” for purposes of this Agreement. Upon the termination of the Contingencies in accordance with the terms of the Equity Agreements, the Unvested Shares shall vest and shall immediately be deemed Vested Shares for all purposes of this Agreement. Notwithstanding the foregoing, for the purposes of Section 2.09 and 12.04 of this Agreement, all of the Shares held by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed “Vested Shares” (also referred to herein as “Vested Common Shares”).following conditions:

Classes of Shares. (a) Interests of Members in the net income and losses (as defined in Code Section 704 and the Treasury Regulations promulgated thereunder) of the LLC and the right of Members to distributions and allocations and a return of capital contributions and other amounts specified herein The Shares shall be evidenced by shares of interest in the LLC divided between Common Shares and Series A Preferred Shares. (“Shares”). b) There shall be one class of Shares, with the following voting and economic rights: “authorized 10,000,000 Common Shares” which will generally represent an ownership interest . Each of such Shares shall have identical rights and terms in the capital and profits of the LLCall respects except as specifically set forth in this Agreement. The Common Shares shall have rights to an allocation of Profits and Losses and to any Distributions as may be Voting Sharesauthorized under this Agreement and under the NRS. The Except as specifically provided in this Agreement or under the NRS, the Common Shares collectively shall be entitled to distributions in accordance with the provisions of Articles XI have all management and XIII. There shall be 99,000,000 Common Shares authorized. (b) Subject to compliance with this Agreement, the Board of Directors may from time to time issue additional Common Shares (or options, warrants or other securities convertible into or exercisable for Common Shares) to existing Members or new Members and, may amend this Section 3.01, the provisions of Articles IX through XI and make other necessary conforming amendments to this Agreement to designate additional classes of Shares having different relative rights, powers and preferences, including without limitation, voting rights and powers that are superior and/or prior to those of the Common Shares, or the right to vote as a separate class or group on specified matters. The LLC shall have the ability to issue fractional SharesCompany. (c) As There shall be authorized 5,000,000 Series A Preferred Shares. Each of such Shares shall have identical rights and terms in all respects. The Series A Preferred Shares shall have rights to an allocation of Profits and Losses, other allocations and any Distributions as may be authorized under this Agreement and under the date of NRS. Except as specifically provided in this AgreementAgreement or the NRS, awards of equity interests the Series A Preferred Shares shall not have management or voting rights under the NRS or otherwise. Notwithstanding anything, express or implied, to the contrary in this Agreement but subject to the following sentence, at any relevant date, the aggregate Distribution, redemption and liquidation preference (without duplication) that the Members holding Series A Preferred Shares are entitled to receive from the Company prior to any Distribution with respect to Common (other than tax Distributions and any other mandatory Distributions provided for in Article IV) shall equal the Required Series A Capital Account Balance. Nothing in the LLC may foregoing sentence shall be made interpreted to officers, directors, employees, consultants override the limitations of Members' liabilities and obligations to the Company and other service providers of the LLC or certain types of related entities pursuant to the terms of the ServiceSource InternationalMembers set forth in Sections 2.5, LLC 2004 Omnibus Share Plan (the “2004 Plan”) 4.6 and the ServiceSource International, LLC 2008 Share Award Plan (the “2008 Plan”)7.2. The Series A total of 10,126,100 Common Shares have been reserved for issuance under the 2004 Plan and 10,000,000 Common Shares have been reserved for issuance under the 2008 Plan, or in each case such greater numbers as determined by resolution of the Board (collectively, the “Unvested Shares”). No further awards will be granted under the 2004 Plan, and the Common Shares otherwise returned to the 2004 Plan will become available for grant under the 2008 Plan. (d) In accordance with the terms of the 2004 Plan and the 2008 Plan, the Unvested Preferred Shares may be issued pursuant to agreements, options or other arrangements (redeemed at the “Equity Agreements”) pursuant to which such Common Shares are subject to vesting, forfeiture and/or repurchase conditions (the “Contingencies”). Except as otherwise provided in this Agreement, prior to the termination option of the ContingenciesCompany, but in no event shall any Series A Preferred Shares be redeemed for an amount less than the Unvested Shares shall not be entitled to any rights under this Agreement to receive distributions or allocations of Net Profit and Net Loss, or to participate in the pre-emptive rights set forth in Section 2.09, the rights of first refusal set forth in Section 12.04 or any co-sale rights pursuant to Section 12.05. The issued Unvested Shares shall be considered outstanding for all other purposes of this Agreement, including with respect to voting. The portion of Common Shares not subject the Required Series A Capital Account Balance attributable to the Contingencies shall be deemed “Vested such Shares” for purposes of this Agreement. Upon the termination of the Contingencies in accordance with the terms of the Equity Agreements, the Unvested Shares shall vest and shall immediately be deemed Vested Shares for all purposes of this Agreement. Notwithstanding the foregoing, for the purposes of Section 2.09 and 12.04 of this Agreement, all of the Shares held by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed “Vested Shares” (also referred to herein as “Vested Common Shares”).

Classes of Shares. (a) Interests of Members in the net income Net Income and losses (as defined in Code Section 704 and the Treasury Regulations promulgated thereunder) Net Loss of the LLC Company and the right of Members to distributions and allocations and a return of capital contributions and other amounts specified herein shall be evidenced by shares of interest in the LLC Company (“Shares”). There Subject to this Article III and Article IV, the Board may issue Shares in exchange for consideration consisting of cash, any tangible or intangible property or any benefit to the Company, or any combination thereof, so long as the total consideration for the Shares is not less than their Fair Market Value, determined as of the date of such issuance. The Shares shall have the economic rights, powers and preferences as described herein, and any and all benefits to which the holder of such Shares may be one class entitled as provided in this Agreement, together with all obligations of Shares, such Member to comply with the following voting terms and economic rights: “Common Shares” which will generally represent an ownership interest in the capital and profits provisions of the LLCthis Agreement. The Common Shares shall be Voting Shares. The Common Shares Each Member shall be entitled to distributions in accordance with one vote for each Share held by such Member on all matters that require, or are submitted by the provisions of Articles XI and XIII. There shall be 99,000,000 Common Shares authorizedBoard to, a vote or other action by the Members. (b) Subject to compliance with this Agreement, including, without limitation, the provisions of Article IV, the Board of Directors may from time to time issue additional Common Shares (or options, warrants or other securities convertible into or exercisable for Common Shares) to existing Members or new Members and, subject to the provisions of Article IV, may amend this Section 3.01, 3.01 and the provisions of Articles IX through XI XI, and subject to the provisions of Article IV, may make other necessary conforming amendments to this Agreement to designate additional classes of Shares having different relative rights, powers and preferences, including including, without limitation, rights and powers that are superior and/or prior to those of the Common existing classes of Shares, or the right to vote as a separate class or group on specified matters. The LLC Company shall have the ability right to issue fractional Shares. (c) As . In furtherance, and not in limitation, of the authority of the Board set forth in this Section 3.01(b), upon the issuance of additional Shares to existing or new Members, the Board may, in its sole discretion, cause the Company to specially allocate to each such existing or new Member items of income, gain, deduction and loss realized by the Company after the date of this Agreement, awards such issuance and in such amounts and of equity interests in such a character so that the LLC may be made to officers, directors, employees, consultants and other service providers Capital Account of the LLC each such existing or certain types of related entities pursuant to the terms of the ServiceSource International, LLC 2004 Omnibus Share Plan (the “2004 Plan”) and the ServiceSource International, LLC 2008 Share Award Plan (the “2008 Plan”). A total of 10,126,100 Common Shares have been reserved for issuance under the 2004 Plan and 10,000,000 Common Shares have been reserved for issuance under the 2008 Plan, or in each case such greater numbers as determined by resolution of the Board (collectively, the “Unvested Shares”). No further awards will be granted under the 2004 Plan, and the Common Shares otherwise returned to the 2004 Plan will become available for grant under the 2008 Plan. (d) In accordance with the terms of the 2004 Plan and the 2008 Plan, the Unvested Shares may be issued pursuant to agreements, options or other arrangements (the “Equity Agreements”) pursuant to which such Common Shares are subject to vesting, forfeiture and/or repurchase conditions (the “Contingencies”). Except as otherwise provided in this Agreement, prior to the termination of the Contingencies, the Unvested Shares shall not be entitled to any rights under this Agreement to receive distributions or allocations of Net Profit and Net Loss, or to participate in the pre-emptive rights set forth in Section 2.09, the rights of first refusal set forth in Section 12.04 or any co-sale rights pursuant to Section 12.05. The issued Unvested Shares shall be considered outstanding for all other purposes of this Agreement, including new Member with respect to voting. The portion of Common such additional Shares not subject equals, as nearly as possible, the Capital Account such existing or new Member would have had with respect to such additional Shares if such additional Shares had been issued on the Contingencies shall be deemed “Vested Shares” for purposes of this Agreement. Upon the termination date Shares of the Contingencies in accordance with same class or series were first issued by the terms of the Equity Agreements, the Unvested Shares shall vest and shall immediately be deemed Vested Shares for all purposes of this Agreement. Notwithstanding the foregoing, for the purposes of Section 2.09 and 12.04 of this Agreement, all of the Shares held by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed “Vested Shares” (also referred to herein as “Vested Common Shares”)Company.