Profits Interest Award Agreement

PROFITS INTEREST AWARD AGREEMENT

This Profits Interest Award Agreement (the Agreement) is made as of by and between Company: , an entity organized as under the laws of , with its principal place of business at , and Recipient: of (Recipient).

RECITALS

WHEREAS, the Company is engaged in the business described in its organizational documents and desires to incentivize Recipient by awarding a profits interest measured as a share of future profits and appreciation of the Company in accordance with the terms of this Agreement; and

WHEREAS, Recipient is willing to accept the profits interest subject to the terms, vesting, restrictions and conditions set forth herein and in any applicable company agreement, operating agreement or award plan under which this Award is made.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires:

(a) "Award" means the profits interest granted to Recipient hereunder equal to of the Company as described in Section 2. The Award does not entitle Recipient to any return of capital contributed to the Company prior to the Award Date except as expressly provided in the Company agreement.

(b) "Award Date" means .

(c) "Cause" shall mean for the Company the grounds for involuntary termination set forth in the Company’s controlling documents or, if not specified there, misconduct or willful neglect of duties materially injuring the Company.

2. GRANT OF PROFITS INTEREST

Subject to the terms and conditions of this Agreement, the Company hereby grants to Recipient, effective as of the Award Date, a profits interest in the Company representing the right to receive distributions and allocations of profits and appreciation attributable to the percentage set forth in Section 1(a) (the Profits Interest). The Profits Interest is intended to be a profits interest that does not relate to prior capital contributions and shall be subject to adjustment as set forth in this Agreement and the Company’s governing documents.

3. VESTING

(a) Vesting Schedule. The Profits Interest shall vest according to the following schedule: commencement date and thereafter vest , subject to Recipient’s continuous service with the Company through each applicable vesting date.

(b) Accelerated Vesting. Vesting shall accelerate upon the occurrence of a Change of Control as defined in the Company’s governing documents if acceleration on a Change of Control is applicable; if applicable, the extent of acceleration shall be: .

(c) Termination of Service. If Recipient’s service terminates for Cause prior to full vesting, any unvested portion shall be forfeited immediately. If termination is by the Company without Cause or by Recipient for Good Reason (if applicable), vested amounts shall be determined in accordance with the Company governing documents.

4. ALLOCATION, DISTRIBUTIONS AND CAPITAL ACCOUNTS

(a) Allocations. Following vesting, Recipient shall be entitled to allocations of income, gain, loss and deduction and distributions with respect to the Profits Interest in accordance with the Company’s governing documents and applicable tax rules. Recipient acknowledges that allocations and distributions will be made in the manner determined by the Company consistent with its agreements.

(b) Capital Account and Waterfall. Recipient’s capital account and rights in any liquidation or waterfall distribution shall be as determined under the Company’s governing documents; the Profits Interest is intended to reflect a share of future profits and appreciation and does not entitle Recipient to return of pre-Award capital unless specified by the governing documents.

5. RESTRICTIONS ON TRANSFER; ASSIGNMENT

The Profits Interest is not transferable except by will or the laws of descent and distribution or with the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion. Any attempted transfer in violation of this Section shall be null and void and of no force or effect.

6. TAX TREATMENT

(a) Taxable Event. The parties acknowledge that the federal, state and local tax consequences of the Award are complex. The Company makes no representation or warranty as to the tax treatment of the Profits Interest. Recipient acknowledges sole responsibility for all taxes arising from the Award and agrees to timely satisfy any tax obligations.

(b) Section 83(b). If applicable, Recipient may elect under Section 83(b) of the Internal Revenue Code to be taxed on the value of the Award at the time of grant. If Recipient makes such an election, Recipient shall provide the Company with a copy of the election within the time period required by law and shall provide proof of filing upon request.

7. REPRESENTATIONS AND WARRANTIES

(a) Recipient represents and warrants that Recipient has full power and authority to enter into and perform this Agreement, that Recipient is not subject to any contractual impediment that would prevent Recipient from performing under this Agreement and that Recipient is acquiring the Profits Interest for investment and not with a view to distribution in violation of applicable securities laws.

(b) The Company represents that it has the requisite power and authority to grant the Profits Interest and to take the corporate or company actions necessary to effectuate the grant, subject to the Company’s governing documents and any required approvals.

8. CONFIDENTIALITY; NON-SOLICIT

Recipient acknowledges that information concerning the Company’s business and the terms of this Agreement is confidential. Recipient shall not disclose such information except as required by law. To the extent applicable under separate agreement or Company policy, Recipient shall be bound by non-solicitation and confidentiality covenants as set forth in such agreements.

9. FORFEITURE

If Recipient engages in conduct constituting Cause, commits material breach of restrictive covenants, competes with the Company in violation of a binding covenant, or otherwise materially breaches obligations to the Company, the unvested portion of the Profits Interest shall be forfeited and, to the extent permitted by applicable law, vested interests may be rescinded or reduced as provided in the Company’s governing documents.

10. NOTICES

All notices permitted or required under this Agreement must be in writing and delivered to the addresses below (or such other addresses as either party may designate by written notice in accordance with this Section). Notice shall be effective upon receipt.

11. AMENDMENTS; WAIVER

Any amendment to or waiver of any provision of this Agreement shall be effective only if in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT

This Agreement, together with the Company’s governing documents and any award notices or schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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