Common use of Lapse of Restrictions Generally Clause in Contracts

Lapse of Restrictions Generally. Except as provided in Sections 4 and 5 hereof and in Exhibit D to the Partnership Agreement, the restrictions set forth in this Agreement with respect to such Restricted Units shall lapse, on the earlier of (i) the expiration of the Lock Up Period, or (ii) a Change of Control (as defined in Exhibit C of the Partnership Agreement), provided that, in the case of a Change of Control, the Grantee has not incurred a termination of employment or services with the Partnership, modiv, LLC, or any of their respective affiliates, for Cause, prior to such date. The Restricted Units which have become unrestricted are herein referred to as the “Unrestricted Units.” If the Unrestricted Units include a fraction of a unit, such fractional unit shall be rounded up or down to the next nearest whole number. Any portion of the Restricted Units which have not become Unrestricted Units in accordance with this provision before or at the time of a Grantee voluntarily ceasing to be an employee of or service provider to the Partnership, modiv, LLC, or any of their respective affiliates, shall be forfeited, except in the event of a Grantee death, in which case such Restricted Units shall be transferred to Grantee’s estate or trust.