Common use of Classes of Units Clause in Contracts

Classes of Units. (i) The limited liability company interests of Members (including without limitation all rights to distributions and other amounts specified in this Agreement, as well as all rights to vote on, consent to, or approve matters related to the Company) shall be denominated in units of membership interests in the Company (each a “Unit” and collectively, the “Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be determined under this Agreement and the Delaware Act to the extent provided herein and therein. (ii) As of the Effective Date, the Company shall be authorized to issue two classes of Units which are designated as Common Units (the “Common Units”) and Preferred Units (the “Preferred Units”). The Preferred Units shall be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 109,906,000 Common Units and (B) 79,282,370 Preferred Units, of which (I) 3,500,000 are designated “Series A-1 Preferred Units” (the “Series A-1 Preferred Units”), (II) 2,809,731 are designated “Series A-2 Preferred Units” (the “Series A-2 Preferred Units”), (III) 23,749,923 are designated “Series B Preferred Units” (the “Series B Preferred Units”), (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Units”) and (V) 17,784,224 are designated “Series C-1 Preferred Units” (the “Series C-1 Preferred Units”). (iii) Units in the Company shall, for all purposes, be personal property. A Member shall have no interest in any specific assets or property of the Company. Each Member waives any and all rights that such Member may have to maintain an action for partition of the Company’s property. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. The Units shall be uncertificated; provided, however, that if requested by a Member, the Company may issue to such Member a certificate signed by a member of the Board or the Company’s duly authorized officers specifying the number and type of Units held by such Member.

Classes of Units. The Company shall have three classes of Units: (ia) Class A Units, which shall be held by the Managing Member and only by the Managing Member; (b) Class B Units, which shall be held by the Class B Members and only by the Class B Members and (c) Class B-1 Units, which shall be held by the Class B-1 Members and only by the Class B-1 Members. An Employee Member who holds Class B Units and Class B-1 Units shall be both a Class B Member and a Class B-1 Member. The limited liability company interests of Members (including without limitation all rights Class B Units may be vested or unvested and, except as expressly provided herein, any reference to distributions Class B Units shall be a reference to vested and other amounts specified unvested Class B Units. Except as provided in this Agreement, as well as all (i) vested and unvested Class B Units shall share equally in rights to vote on, consent to, or approve matters related to allocations and distributions by the Company) shall be denominated in units of membership interests in the Company (each a “Unit” and collectively, the “Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be determined under this Agreement and the Delaware Act to the extent provided herein and therein. ; (ii) As of the Effective Date, the Company shall vested Class B Units may be authorized exchanged pursuant to issue two classes of Exhibit B and unvested Class B Units which are designated as Common Units (the “Common Units”) and Preferred Units (the “Preferred Units”). The Preferred Units shall may not be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 109,906,000 Common Units and (B) 79,282,370 Preferred Units, of which (I) 3,500,000 are designated “Series A-1 Preferred Units” (the “Series A-1 Preferred Units”), (II) 2,809,731 are designated “Series A-2 Preferred Units” (the “Series A-2 Preferred Units”), (III) 23,749,923 are designated “Series B Preferred Units” (the “Series B Preferred Units”), (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Units”) and (V) 17,784,224 are designated “Series C-1 Preferred Units” (the “Series C-1 Preferred Units”). so exchanged; (iii) unvested Class B Units in the Company shall, for all purposes, be personal property. A Member shall have no interest in any specific assets or property of the Company. Each Member waives any and all rights that such Member may have vest pursuant to maintain an action for partition of the Company’s property. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of Section 6.02; and (iv) vested and unvested Class B Units may be forfeited by a Class B Member under the circumstances and in the number set forth in this Agreement. The Class B-1 Units may be vested or unvested and, except as expressly provided herein, any reference to Class B-1 Units shall be uncertificateda reference to vested and unvested Class B-1 Units. Except as provided in this Agreement, (i) vested and unvested Class B-1 Units shall share equally in rights to allocations and distributions by the Company; provided, however, that if requested (ii) vested Class B-1 Units may be exchanged pursuant to Exhibit D and unvested Class B-1 Units may not be so exchanged; (iii) unvested Class B-1 Units shall vest DB1/ 109886103.10 pursuant to the provisions of Section 6.02; and (iv) vested and unvested Class B-1 Units may be forfeited by a Class B-1 Member under the circumstances and in the number set forth in this Agreement. Each Class B-1 Unit shall be identical to all other Class B-1 Units in all respects (other than with respect to differences relating to the terms and conditions of such Units imposed under the applicable Plan or any related Award Agreement or relating to Section 3.03(d), the Threshold Value of any such Class B-1 Unit, or as otherwise determined necessary, in the sole judgment of the Managing Member, to ensure that such Class B-1 Unit is a Profits Interest) and shall entitle the holder thereof to the rights, interests, preferences and privileges of a holder of a Class B-1 Unit as set forth in this Agreement (and in the applicable Plan and the Award Agreement pursuant to which such Class B-1 Unit is or was issued). The total number of Class B-1 Units which the Company may shall have authority to issue shall be set forth in the applicable Plan. The Class B-1 Units shall be issued only pursuant to such Member awards granted under the applicable Plan and pursuant to Award Agreements in a certificate signed form approved by a member the Managing Member. Except as expressly provided in the Act or in this Agreement, the Class B-1 Members are not entitled to vote, and the consent, approval or agreement of the Board or Class B-1 Members is not required, on any matter presented to the Company’s duly authorized officers specifying the number and type of Units held by such MemberMembers.

Classes of Units. (a) Initially, there shall be 3 classes of Units, designated as follows, with the rights, powers and duties as are set forth in this Agreement: (i) The limited liability company interests of Members (including without limitation all rights to distributions and other amounts specified in this Agreement, as well as all rights to vote on, consent to, or approve matters related to the Company) shall be denominated in units of membership interests in the Company (each a “UnitCommon Units” and collectively, the “Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be determined under this Agreement and the Delaware Act to the extent provided herein and therein. (ii) As of the Effective Date, the Company shall be authorized to issue two classes of Units which are designated as Common Units (the “Common Units”); (ii) and Preferred Units (the “Preferred Units”). The Preferred Units shall be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 109,906,000 Common Units and (B) 79,282,370 Preferred Units, of which (I) 3,500,000 are designated “Series A-1 A Preferred Units” (the “Series A-1 A Preferred Units”), ; and (IIiii) 2,809,731 are designated “Series A-2 FF Preferred Units” (the “Series A-2 FF Preferred Units”). For the purposes of this Agreement, (IIIi) 23,749,923 are designated the Common Units, excluding Common Units issued as Profits Interests, shall be referred to as the “Voting Common Units” and (ii) the Series B A Preferred Units and Series FF Preferred Units” , together with the Voting Common Units, shall be referred to as the “Voting Units”. (b) Subject to the terms and conditions of Articles III and IV hereof, the LLC is authorized to issue up to 42,222,222 Units in the aggregate, divided as follows: (i) 22,222,222 Common Units, of which (A) 2,222,222 Common Units (the “Series B Preferred Units”), (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Reserved Incentive Common Units”) shall initially be reserved for issuance pursuant to the Equity Incentive Plan, and (VB) 17,784,224 are designated “20,000,000 Common Units shall be reserved for issuance upon the conversion of Series C-1 A Preferred Units and Series FF Preferred Units pursuant to Section 3.11 hereof); (ii) 10,000,000 Series A Preferred Units” (the “Series C-1 Preferred Units”).; and (iii) Units in the Company shall, for all purposes, be personal property. A Member shall have no interest in any specific assets or property of the Company. Each Member waives any and all rights that such Member may have to maintain an action for partition of the Company’s property. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. The Units shall be uncertificated; provided, however, that if requested by a Member, the Company may issue to such Member a certificate signed by a member of the Board or the Company’s duly authorized officers specifying the number and type of Units held by such Member10,000,000 Series FF Preferred Units.

Classes of Units. (i) The limited liability company interests of Members (including without limitation all rights to distributions and other amounts specified in this Agreement, as well as all rights to vote on, consent to, or approve matters related to the Company) shall be denominated in units of membership interests in the Company (each a “Unit” and collectively, the “Units”a), and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be determined under this Agreement and the Delaware Act to the extent provided herein and therein. (ii) As of the Effective Date, the Company shall be authorized to issue two . There are three classes of Units which are designated as Common Units (the “Common Units”) and Preferred Units (the “Preferred Units”). The Preferred Units shall be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 109,906,000 Common Units and (B) 79,282,370 Preferred Units, of which (I) 3,500,000 are designated “Series A-1 Preferred Class A Units” (the “Series A-1 Preferred Class A Units”), (II) 2,809,731 are designated “Series A-2 Preferred Class B Units” (the “Series A-2 Preferred Class B Units”), (III) 23,749,923 are designated and “Series B Preferred Class C Units” (the “Series B Preferred Class C Units”). Subject to the terms and conditions of Articles III and IV hereof, the LLC is authorized to issue up to ten thousand (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Units”) and (V) 17,784,224 are designated “Series C-1 Preferred Units” (the “Series C-1 Preferred Units”). (iii10,000) Units in the Company shallaggregate, for all purposesdivided as follows: (i) seven hundred fifty (750) Units shall be Class A Units, of which seven hundred fifty (750) Class A Units shall be personal propertyissued and outstanding and owned by the Class A Members as of the Contribution Time, (ii) two thousand one hundred twenty-five (2,125) Units shall be Class B Units, of which two thousand one hundred twenty-five (2,125) Class B Units shall be issued and outstanding and owned by the Class B Members as of the Contribution Time, and (iii) seven thousand one hundred twenty-five (7,125) Units shall be Class C Units, of which seven thousand one hundred twenty-five (7,125) Class C Units shall be issued and outstanding and owned by the Class C Members as of the Contribution Time. The parties hereto agree that, notwithstanding anything to the contrary in this Agreement, the LLC is not and shall not be authorized to issue additional classes of Units or additional Class A, Class B or Class C Units, other than those authorized and issued pursuant to the preceding sentence. Each Class A Member shall have no interest hold an Interest in any specific assets or property the LLC represented by the Class A Units set forth opposite the Member’s name on Exhibit A, as amended from time to time pursuant to Section 15.1(c), each Class B Member shall hold an Interest in the LLC represented by the Class B Units set forth opposite the Member’s name on Exhibit A (after giving effect to the Theravance Biopharma Transfer pursuant to Section 12.10), as amended from time to time pursuant to Section 15.1(c), and each Class C Member shall hold an Interest in the LLC represented by the Class C Units set forth opposite the Member’s name on Exhibit A (after giving effect to the Theravance Biopharma Transfer pursuant to Section 12.10), as amended from time to time pursuant to Section 15.1(c). For the avoidance of the Companydoubt each Member may hold more than one class of Units. Each Member waives any holding Units shall have (a) the right to share in the Net Income and all rights that Net Loss of the LLC as provided in this Agreement, (b) a right to the Capital Account maintained for such Member may have according to maintain an action for partition of Article IX hereof, (c) the Company’s property. In right to receive distributions from the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of LLC as provided in this Agreement. The Units shall be uncertificated; provided, howeverand (d) such other relative rights, that if requested by a Member, the Company may issue to such Member a certificate signed by a member of the Board or the Company’s duly authorized officers specifying the number powers and type of Units held by such Memberduties as are set forth in this Agreement.

Classes of Units. (i) The limited liability company interests of Members (including without limitation all rights to distributions and other amounts specified in this AgreementInitially, as well as all rights to vote on, consent to, or approve matters related to the Company) there shall be denominated in units three classes of membership interests in the Company Units, one designated “Series A Preferred Units” (each a “Unit” and collectively, the “Series A Preferred Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be determined under this Agreement and the Delaware Act to the extent provided herein and therein. (ii) As of the Effective Date, the Company shall be authorized to issue two classes of Units which are designated as Common Units (the “Common Units”) and Preferred Units (the “Preferred Units”). The Preferred Units shall be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 109,906,000 Common Units and (B) 79,282,370 Preferred Units, of which (I) 3,500,000 are second designated “Series A-1 Preferred Units” Units (the “Series A-1 Preferred Units”, and together with the Series A Preferred Units, the “Preferred Units”), (II) 2,809,731 are and the third designated “Series A-2 Preferred Common Units” (the “Series A-2 Preferred Common Units”), (III) 23,749,923 are designated “. The Series B A Preferred Units” (, the “Series B A-1 Preferred Units”), and the Common Units shall have the rights set forth in Section 3.1(a) through (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Units”e) and such other relative rights, powers and duties as are set forth in this Agreement. Subject to the terms and conditions of Articles III and IV hereof, the LLC is authorized to issue up to one million nine hundred thousand (V) 17,784,224 are designated “Series C-1 Preferred Units” (the “Series C-1 Preferred Units”). (iii1,900,000) Units in the Company shallaggregate, for all purposes, be personal property. A Member shall have no interest in any specific assets or property of the Company. Each Member waives any and all rights that such Member may have to maintain an action for partition of the Company’s property. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. The divided as follows: (a) one million (1,000,000) Units shall be uncertificated; providedauthorized Common Units, however, that if requested of which (i) no Common Units are issued and outstanding and owned by a Member, the Company may issue to such Member a certificate signed by a member Common Members as of the Board Effective Date, (ii) one hundred thousand (100,000) Common Units (the “Reserved Incentive Common Units”) shall initially be reserved for issuance pursuant to the Equity Incentive Plan and allocation or deemed issuance pursuant to the Company’s duly Bonus Profit Plan, and (iii) nine hundred thousand (900,000) Common Units shall be reserved for issuance upon the conversion of Preferred Units pursuant to Section 3.12 hereof; (b) seven hundred twenty four thousand five hundred (724,500) Units shall be authorized officers specifying Series A Preferred Units, all of which are issued and outstanding and owned by the number Series A Members as of the Effective Date and type (c) one hundred seventy five thousand five hundred (175,500) Units shall be authorized Series A-1 Preferred Units, all of which are issued and outstanding and owned by the Series A-1 Members as of the Effective Date. The authorized Units held by such Memberand the Common Units reserved pursuant to clause (a)(iii) shall be increased as necessary in the event the Preferred Units become convertible into more than nine hundred thousand (900,000) Common Units pursuant to Section 3.12 hereof.

Classes of Units. (i) The limited liability company interests of Members (including without limitation all rights to distributions and other amounts specified in this Agreement, as well as all rights to vote on, consent to, or approve matters related to the Company) shall be denominated in units of membership interests in the Company (each a “Unit” and collectively, the “Units”), and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be determined under this Agreement and the Delaware Act to the extent provided herein and therein. (ii) As of the Effective Date, the Company shall be authorized to issue two classes of Units which are designated as Common Units (the “Common Units”) and Preferred Units (the “Preferred Units”). The Preferred Units shall be convertible into Common Units in accordance with the provisions set forth on Exhibit B. The Company shall at all times keep available a sufficient number of Common Units for issuance upon conversion of the Preferred Units. The Company shall be authorized to issue not more than (A) 109,906,000 89,000,000 Common Units and (B) 79,282,370 61,498,146 Preferred Units, of which (I) 3,500,000 are designated “Series A-1 Preferred Units” (the “Series A-1 Preferred Units”), (II) 2,809,731 are designated “Series A-2 Preferred Units” (the “Series A-2 Preferred Units”), (III) 23,749,923 are designated “Series B Preferred Units” (the “Series B Preferred Units”), ) and (IV) 31,438,492 are designated “Series C Preferred Units” (the “Series C Preferred Units”) and (V) 17,784,224 are designated “Series C-1 Preferred Units” (the “Series C-1 Preferred Units”). (iii) Units in the Company shall, for all purposes, be personal property. A Member shall have no interest in any specific assets or property of the Company. Each Member waives any and all rights that such Member may have to maintain an action for partition of the Company’s property. In the event of the death or legal disability of any Member, the executor, trustee, administrator, guardian, conservator or other legal representative of such Member shall be bound by the provisions of this Agreement. The Units shall be uncertificated; provided, however, that if requested by a Member, the Company may issue to such Member a certificate signed by a member of the Board or the Company’s duly authorized officers specifying the number and type of Units held by such Member.